The Spider of Remnant
by Spirit of the Knight
Summary: Once more, Spider-Man has end up in yet another Universe but this one was in need of a hero and you know what they say. 'With Great Power Comes Great Responsibility'. So watch out Remnant, because Spider-Man is here to do what he does best. Rated T, might be M later. There will be some AU for Spider-Man as the story goes on.
1. Chapter 1: Another Day Another Mishap

_**Chapter 01: Another Day another Mishap**_

"You know, I shouldn't even be surprised." A young seventeen year old teenager muttered as he was standing on the side of an extremely tall tree with his arms crossed, looking out over the forest he was in with the sun rising in the distance. "How the heck do I get myself in these situations?"

If one were to see this teenager, they would most likely do a double take considering his odd attire.

He was wearing a form fitting red and blue spandex-looking costume with black web lines on it along with a black spider emblem on the front and a red mask with silverish bug eyes was over his face.

"Yup." Spider-Man, the web swinging Superhero of New York City gave a nod as he sat down, not even close to losing whatever balance he had on the tall tree. "The ol' Parker Luck is what it is."

One second he was in New York fighting Otto Octavius who stole some sort of artifact from the Museum, something called the Tablet of Order and Chaos.

It was strange enough for Ock to steal something like that in the first place, but it was actually bait to ambush yours truly with the rest of the Sinister Six ready as backup to fight him. The tablet however shattered in their fight and a backlash of energy erupted from it sending him here.

Wherever 'here' was.

"I better at least get to the nearest point of civilization and hopefully someone has a phone so I could call for a ride." Spider-Man muttered as he kicked off of the tree, doing a flip as his hand reached out and grasped a branch, using it to propel himself forward as he began jumping from tree to tree. "Johnny still owes me for saving his hide from Beetle anyways."

* * *

"Seriously?!" Spider-Man shouted as he has spent hours jumping from tree to tree, and he was still finding no end to the forest while the sun was high in the sky now. "Did I end up in the Savage Land or something?!"

Although he doubted it because he did hear gunshots earlier in the distance, but it was hunting season so he didn't really look into it.

Shaking his head, Spider-Man gave a sigh as he sat on another branch to rest for a bit.

"Great, I'm lost in the woods." Spider-Man muttered his whole day went through his head. "I knew I should've stayed in bed this morning."

Feeling bored, Spider-Man flipped on the branch and his feet stuck to the underside to where he was standing completely upside down, his adhesive bond going through his feet to ensure that he wouldn't fall.

"But no, I had to get out unless I face getting fired from my freelancing job at the Bugle." Spider-Man sighed as he thought of his crabby old boss. "Why do I work for Jameson again?"

Closing his eyes behind his mask, Spider-Man stiffened as a tingling was going on in his head. ' _My Spider-Sense? But what's the danger?_ '

His sixth sense always went off right when something bad was about to happen, it saved his life a thousand times over in his line of work.

Snarling made him look up, or down really, as he saw some bears looking up at him as they had bone like armor on them.

"Okay this is new." Spider-Man muttered now worried that he might somehow be in another dimension.

It wouldn't be the first time something like that has happened.

"So any of you know a way out of here?" Spider-Man asked curiously as if they could speak english only for them to roar causing him to sigh. "Yeah, somehow I didn't think so-."

He stopped when one of the bears began climbing the tree as Spider-Man frowned before jumping off, kicking it in the face as he used it as a springboard and did a flip, landing in his signature crouch behind the other bear as the first one slammed into the ground with a sickening thud.

The second bear roared as what looked like black smoke began emanating from the first one and lunged at Spider-Man who ducked before shooting two web strands from a wrist mounted device, connecting with the back of the bear.

"How about we do a little spin?" Spider-Man joked as he tugged and began to spin in a circle causing the bear to spin before he let go and it slammed into a tree, cracking it as it fell to the ground in the same condition as the first one. "Had enough?"

Feeling his spider-sense going off again, Spider-Man looked to the left to see two more.

"Oh boy." Spider-Man muttered as he got ready. "Okay Smokey, let's do this-."

"Ruby is that you?" Spider-Man looked over his shoulder to see a young woman with wavy blonde hair and lilac eyes pop her head out of the bushes before she saw the strange scene and blinked before responding in a deadpan tone, answering her own question. "... Nope."

"Uh you might want to get out of here-." Spider-Man went to say before the bear lunged and Spider-Man dropped down to his back with his hands on the floor and kicked straight up, launching the bear into the air before he shot it with webbing and attempted to have it slam into its friend, but the friend moved out of the way and ran at Spider-Man. "Man, when will you learn-?"

The girl rushed forward surprising Spider-Man as he could see more than her head now.

She wore a buttoned tan vest over a yellow top as an orange scarf was around her neck and black shorts with a brown belt that had a pleated skirt on the back.

Her gold bracelets however changed into gauntlets as she punched the bear in the stomach before the sound of a shotgun sounded in the area surprising Spider-Man as the bear flew back.

The girl turned to Spider-Man who was staring at her in surprise and despite the masked face, the eyes were wide open. "What? I can't let you have all the fun." She said with a teasing smile. "So I guess we're partners?"

That snapped Spider-Man out of his surprise. "Partners?" He asked in confusion. "Lady I don't even know you."

The girl now looked confused. "Aren't you going to Beacon?" She asked with a raised brow as he did sound like he was the same age as the other initiates.

She wasn't really questioning his attire since some Huntsmen and Huntresses wore some weird things.

"I don't even know what Beacon is, I'm just trying to figure out where I am." Spider-Man told her as he was wary. "Next thing I know, Yogi thinks I stole his picnic basket."

The girl raised a brow at the whole Yogi spiel. "Well alright tall, limber and mysterious." She said poking some fun at him. "The name's Yang Xiao Long."

"Spider-Man."

"... Really?" Yang asked in a deadpanned tone.

"What, I don't give my real name, Superhero 101." Spider-Man said with a shrug before crossing his arms. "So how far am I from New York?"

Yang was about to question the 'superhero' thing before they tensed as more bears ran out. "Well, Spidey how about we save the questions until after we beat the Ursa's?"

"How did you know my nickname?" Spider-Man joked surprising her before he crouched. "Ladies first."

"And they say Chivalry is dead." Yang said sarcastically as she ducked a swipe and punched one back. "So Spidey, any chance you've seen a little girl in a red hood around here?"

"No Goldilocks, I haven't seen Little Red Riding Hood anywhere." Spider-Man returned with a quip. "Should we ask the bears or are they pissed that you took their porridge?"

Yang let out a chuckle despite not understanding the references, knowing a quip when she heard one.

Oh yeah, he'll be fun to hang around.

As she delivered an uppercut to the Ursa, she turned to see Spider-Man twisting and contorting his body in impossible angles to dodge attacks, even without looking to see the attacks coming.

He was a good fighter.

"So what about you?" Yang asked the Ursa. "Seen a girl with a red hood?"

A roar was her only response.

"Wow, you could've said no." Yang commented jumping back to where she and Spider-Man were back to back. "Hey Spidey, don't you have any weapons?"

"What, my web shooters don't count?" Spider-Man asked and that was when Yang noticed the metallic bracelet on his wrists.

"Huh and here I was thinking you actually shot them out of your wrists." Yang said as the Ursa didn't run at them now, they were instead surrounding them.

"You're not the first, I'll give you that." Spider-Man said as he shot strands of webbing, ensnaring the Ursa's, leaving only one left before it yelped as a blade went across its back.

Both Yang and Spider-Man paused as the last Ursa fell over dead, showing another girl with long black hair that had a bow on the top and yellow eyes as she wore a black buttoned vest with coattails, and a white, sleeveless undershirt that exposes part of her midriff with white shorts that may be connected to her shirt, although it is partly obscured by the vest.

"... I could've taken him." Yang said as she relaxed while the girl looked from her to Spider-Man. "But thanks."

The new girl was quiet for a bit before giving a nod. "It's no trouble." She said.

"Hey sorry for interrupting you two, but can someone tell me where I am?" Spider-Man asked now that was over as he didn't want to be attacked by anything else.

"Oh right, I forgot you were lost." Yang said as the other girl looked surprised. "Well Spidey you're in Emerald Forest."

Spider-Man looked at Yang for a few seconds before he replied. "I have no clue where that is." Shaking his head, Spider-Man sighed. "Great, I really am in another dimension."

"The first thing that comes to your mind is that you're in another dimension?" The new girl asked a bit dryly in disbelief at how he came to that idea.

"Wouldn't be the first time that's happened." Spider-Man quipped before jabbing a thumb at the Ursa's struggling in his webs. "After all back in my dimension we don't have angry bears like that."

* * *

Unknown to them, the entire conversation was being recorded as two people on the cliff were watching the three.

One of them was sipping coffee while the other one was furiously looking through the scroll, trying to figure out who that was.

"Well, this is an interesting development." The one with the coffee said as he pushed the small sunglasses up the bridge of his nose as his silver hair was shining from the sun while the blonde bespectacled woman in the white blouse gave him a look.

"Interesting isn't a word I would use Professor Ozpin." Glynda Goodwitch said to him. "This is a major security breach to our initiation exam-."

"Let it run its course." Prof. Ozpin said to her. "This test is to show us how the future generation of Huntsmen and Huntresses adapts to the unexpected, if anything this is a part of that test."

Goodwitch frowned at that before nodding, accepting his decision. "Very well but after this test we're getting some answers."

* * *

"So why are you following us?" Yang asked as since Spider-Man wasn't a part of the school, her partner was this other girl who introduced herself as Blake Belladonna.

"I don't know where I am and you two know where we are, it would be stupid not to follow you." Spider-Man said with a shrug. "Especially since I know nothing about these… You called them Grimm, right?"

"The Creatures of Grimm." Blake repeated as she did give him a rundown version, although she was a bit wary of him due to how he hid his face and refused to give his real name.

"Right." Spider-Man said with a nod.

"I guess that makes sense." Yang said with a nod agreeing with his reasoning. "Just don't hog all the action to yourself."

Spider-Man didn't respond as he rolled his eyes, and the mask even did that surprising Yang while Spider-Man just smirked underneath it.

His suit which used to be spandex was now made from unstable molecules and Omni-harmonic mesh that he borrowed from Stark upon joining the Avengers as well as Reed Richards giving him a hand at designing it, so it could repair itself if damaged and he could bend the light around him to turn invisible, it could even change to different clothes with a single thought, something he was grateful for considering he doesn't have anything else but this at the moment.

… He might've messed with the lenses to where they would move with his eyes, Stark said it was a weird thing to do, but the reactions that people give upon seeing it made the process worth it.

"So what are you two even doing out here in the first place?" Spider-Man looked at them. "I remember you saying something about a Beacon?"

"It's an Initiation process to enter Beacon Academy." Blake told him as she kept her eyes forward, looking out for any Grimm.

"Yeesh, this Academy must have some high standards." Spider-Man muttered as he shook his head.

"It has to considering we're training to be Huntresses." Blake said as she turned towards him. "It's not something to be taken lightly."

' _Huntresses… Somehow this is reminding me of SHIELD._ ' Spider-Man thought a bit unsure before they came out of the forest where they saw a pair of ruins.

"Think this is it?" Yang asked as Blake didn't answer as she slowly climbed down while Spider-Man just jumped and landed in his crouch. "Show off."

"I aim to please." Spider-Man said with a chuckle as she slid down.

"Chess Pieces?" Blake asked in confusion.

"Some of them are missing." Yang commented as there were only a few of them. "Look's like we're not the first ones here."

"Well, I guess we should pick one." Blake said before she noticed that Spider-Man was gone and she looked around before hearing a noise above and looked up, her eyes widening when she saw him sitting on the side of a pillar.

"What?" Spider-Man asked with a grin under his mask as he missed seeing that reaction due to how the people he knew back in New York were used to that.

Blake frowned at hearing the teasing tone in his voice as she turned away.

"How about a cute little pony?" Yang asked turning to them as she held the White Knight Chess Piece before blinking at seeing Spider-Man.

Blake rolled her eyes, trying not to smirk as she failed. "Sure." She said walking back to her as Yang met her halfway.

"That wasn't too hard." Yang said with a smile.

"Wasn't too hard? We fought an army of Yogi's on our way here." Spider-Man said in disbelief.

Yang waved that off. "That was nothing." She said.

Blake shrugged as she still had the smile. "Well it's not like this place is very difficult to find." She said as a thought came to her. "Hey Spider-Man, do you mind if I ask you a question?"

"You just did." Spider-Man said chuckling at her small glare while Yang snickered. "Sorry, what is it?"

"You said you weren't from around here, how did you get here?" Blake asked as Spider-Man frowned under his mask before he dropped off of the pillar, landing on the ground.

"Well I was just doing the usual patrol back in New York-that's the city I'm from." Spider-Man quickly explained as both of them looked confused, although Yang recognized the name due to him saying it before. "When Ock, one of my enemies was robbing the Museum of Natural History which was weird in itself due to how it wasn't his usual MO."

"What was his usual MO?" Yang asked as she was a bit interested in this story.

"He's a scientist so stealing an artifact was beyond strange for him." Spider-Man said with a chuckle. "I intervened, made a joke about his metal tentacles, don't give me that look, those things hurt when they smack you around the room." He said that last part as both the girls had another weird look due to the idea of a man with metal tentacles.

"Wow, I bet he had quite the tentacle fetish." Yang drawled out as Blake grimaced at hearing that while Spider-Man laughed.

"I always questioned that, anyways as it turns out it was a trap to lure me out where five more of my enemies were waiting to ambush me." Spider-Man said as he winced remembering the hits he got from the fight. If his suit wasn't unstable molecules he would most likely be wearing nothing but rags at the moment. "So I had to fight him, Electro, Kraven, Mysterio, Sandman and Rhino at the same time before the artifact that Ock had stolen shattered in the fight and it released some sort of weird energy and the next thing I know I'm in this forest."

"... That sounds like something out of those comic books that Ruby reads." Yang deadpanned at the explanation.

"Tell me about it, my whole life feels like one." Spider-Man said before muttering. "Sometimes I think Deadpool is right about that."

Blake however frowned as despite that being the most ridiculous story she ever heard, his voice didn't waver one bit and he seemed to be telling the truth and it would actually explain quite a bit about him.

But she couldn't exactly just take his word for it-.

"Wait… You were alone?" Blake asked as Spider-Man blinked before groaning.

"Oh great, I didn't even think about the idea of the Six being here too." Spider-Man muttered in annoyance. "Perfect, now I have to look for them before I find my way home."

"Aaaaaaaaaaaaaaaahhhhhhhhhhh!" A voice screamed out causing them to tense as Yang spun around.

"Some girl is in trouble!" Yang said in worry. "Did you guys hear that?!"

"Which way was it?" Spider-Man asked his hero side kicking in before noticing how Blake was looking up in disbelief. "What are you looking at-?"

Spider-Man stopped as he looked up to see a red dot that was getting bigger.

' _What was that?_ ' Spider-Man thought in confusion.

 **To Be Continued…**

 **Yes, another RWBY story but this time with your Friendly Neighborhood Spider-Man. So tell me what you think and if you think I should continue this along with Alien Huntsman.**

 **Anyways, this version of Spider-Man is mostly inspired from Spectacular Spider-Man because that was one of the best cartoons about him and a few things from the comics.**


	2. Chapter 2: Battle of the Cliff Ruins

_**Chapter 02: Battle of the Cliff Ruins**_

Surprisingly, the red dot in question turned out to be another teenage girl, this one however was fifteen with short black hair that was red on the tips wearing a red cloak from what Spider-Man could see.

Yang looked up with them, only for her eyes to widen. "Ruby!" She shouted in shock at seeing her younger sister falling from the sky right as she heard movement and looked to see Spider-Man shooting two web lines at some ruins, pulling himself back on them, making them stretch. "What are you doing?"

"What I do best." Spider-Man quipped, deactivating his adhesive bond to the ground, allowing for him to shoot off like a slingshot, surprising the two girls, flying right for Ruby. "Waaaaahoooooo!"

While he was showing confidence however, he was actually hating the situation that he got himself into yet again. Seriously, how does this type of stuff always happens to him?

It's always him going to an alternate future while another Spider-Man from that time took his place in his timeline or to another planet where he fought a freakin Secret War with other heroes.

Oh and let's not forget the time he was cloned… Multiple times by a crazy scientist who turned out to be his science teacher.

Seriously? Why can't this type of stuff happen to Wolverine or Daredevil rather than him?

Or at least the Fantastic Four, they're the experts at Dimensional Traveling.

' _Focus._ ' Spider-Man thought as he got closer to the girl. ' _I can't mess this up or whoever this Ruby is will become a smear on the floor._ '

Ruby Rose for that matter was panicking a bit.

Her whole initiation was for a better term going extremely bad.

First she managed to get partnered up with the one person who seems to hate her in this school, than she embarrassed herself a bit more when she tried to prove to her partner that she could fight Grimm just as easily as she could, ending up accidentally starting a Forest Fire and now she was falling from the sky after jumping off of a Nevermore.

… That last part seemed like a good idea at the time but now she was regretting it.

"Heeeeaaaaddddssss Uuuuuuuup!" Ruby shouted before blinking her silverish eyes as she saw a red and blue speck shooting at her right when something tackled her.

"You know, if you want to go skydiving you should really bring a parachute!" Spider-Man commented as Ruby blinked in surprise at this development while he held onto her bridal style. "So how did the big bad wolf throw you up here?"

"What?" Ruby asked not getting the reference as they began to fall towards the ground.

"... Really? You don't have the Red Riding Hood story here? That's a classic fairy-tale." Spider-Man muttered before blinking in thought. "Then again, the movie where she turned into the wolf was pretty good, even if it ruined the original story."

Giving a small shrug, Spider-Man began to control where he would fall, using the practice he's had from both web swinging and fighting the Vulture into use with the tree's getting close.

Sure he could survive landing on the ground, might make a new crater, but it would still be painful and it would severely injure the person he was trying to save as well, therefore making this attempt moot.

Spider-Sense going off, Spider-Man looked over when another shape shot from the direction he was going, it was a blonde boy in a black hoodie with white armor pieces on it.

Seeing that they were on a collision course, Spider-Man adapted by looking at Ruby. "Put your arms around my neck, I need my hands at the moment!"

Ruby hesitated a bit before she listened and Spider-Man let go, causing her to tighten her hold a bit to avoid falling while he reached out and grabbed the new guy by the hood of his hoodie causing him to jerk to a stop as they were falling again.

The guy blinked as the sudden stop jarred him a bit and looked up to see his savior as well as someone familiar. "Ruby?"

"Hey Jaune!" Ruby greeted a bit happy to see someone she was on good terms with in this crazy mess.

"Ah, so you two know each other? That makes this less awkward." Spider-Man commented as he was close enough to finally shoot a strand of webbing as it snagged a nearby tree branch making the two stare. "Please keep your hands and feet within the vehicle at all times and try not to throw up on my costume, it's dry clean only."

Landing on the branch, Spider-Man let Ruby and Jaune go when Jaune groaned, his face a bit green. "And I thought flying in the Bullhead was torture." He muttered his motion sickness kicking in. "That was even worse."

"Sorry about that." Spider-Man apologized as he had his fair share of motion sickness before getting his powers as Jaune waved the apology off showing he would be okay and appreciated the save.

"Did that just happen?" Blake asked trying to figure out how Ruby and Jaune were falling from the sky.

"I-." Yang stopped as a roar filled the air causing them to look to the side to see an Ursa swiping at seemingly nothing before a small explosion sounded behind it.

"Yeeeehaaaaw!" A female voice sounded out as another girl with short orange hair and turquoise eyes wearing a white sleeveless shirt with a black vest over it, fell off of the Ursa's back. "Aw, it's broken."

Immediately, a male teen with long black hair that had a pink lock came into view, panting as he wore a traditional green shirt. "Nora." He panted out, exhaustion evident in his magenta eyes. "Don't do that again."

Spider-Man was watching in amusement from the tree branch as Jaune and Ruby looked a little better from their little web swinging experience before he cupped his hands to where his mouth was located beneath his mask. "She's not there anymore!" He called out, causing the new guy to tense as he looked around before seeing the girl at the ruins singing as she posed with a white rook.

"Nora!" The teen shouted causing her to smile sheepishly.

"Coming Ren."

"Did she just ride here on an Ursa?" Blake asked blinking.

"I think she di-." Spider-Man's smart remark was cut off as his Spider-Sense went haywire causing him to hold his head, this time it was giving him a headache. "Ugh."

"Hey are you alright?" Jaune asked at seeing that before blinking. "Wait, who are you exactly-?"

A roar sounded as a red haired girl dressed in bronze spartan armor came running out followed by a giant scorpion with bone-like armor, a golden stinger and red markings on the bones. "Oh great, my natural predator." Spider-Man joked a bit weakly as this seemed bad. "Someone should check what they're feeding the wildlife here."

"Jaune!" The girl called out seeing her partner as she dodged the two pincers with some difficulty.

"Pyrrha!" Jaune said before Ruby had enough and jumped down. "Ruby!"

Doing a roll as she landed, Ruby stood up only to turn as someone besides Jaune called her name. "Yang!" She said ready to give her sister a hug before Nora jumped between them.

"Nora!"

"Did she just run all the way here with a Deathstalker on her tail?" Blake asked not sure whether to expect more insane surprises or not as Nora was next to her humming happily.

"I can't take it anymore!" Yang shouted her eyes red with fire erupting around her while Spider-Man helped Jaune down from the tree. "Can anyone chill out for like two seconds before something crazy happens again?!"

It was silent as Pyrrha was being chased by the Deathstalker while Ren joined the group, panting a bit while Spider-Man was thinking this whole situation was almost comical if it wasn't for the danger they were all in.

So he lent a hand and shot webbing at the Deathstalker blinding it as it backed up thrashing, allowing for Pyrrha to get to their group not even panting as she gave Spider-Man a nod of thanks.

"Uh Yang." Ruby said tapping her sister's arm exactly two seconds later causing the blonde to hang her head before pointing up to show a giant black bird with a white speck hanging off of the talon.

"How could you leave me?!" The speck shouted.

"I said jump." Ruby said with a shrug as Blake looked up without any concern.

"She's going to fall."

Ruby looked a little nervous. "She'll be fine." She said sounding like she was trying to convince herself.

Ren however shook his head. "She's falling." He said in a deadpanned tone before Yang and Blake looked at Spider-Man who sighed.

"Right, getting to it." He said repeating what he did when he saved Ruby and Jaune, surprising the others who weren't there to see the extremely reckless feat as he shot himself forward again, grabbing the girl who had long white hair pulled into a ponytail whose whole wardrobe seemed to be nothing but white as she had an old scar over her left eye, causing her to yelp in surprise as he shot another web line to the demon bird, using the momentum to pull himself forward, landing on its back.

The bird gave a screech as he did so and spun around trying to get him to fall off, but he just stood there, holding the girl, who gave a scream of surprise by what happened as he stayed on the back.

"You know, this is much better than fighting Vulture, at least this avian foe isn't small enough to fly fast." Spider-Man joked kicking off, using his leg strength to send the bird flying away, despite knowing that with his usually crappy luck, it would be back soon. "So how's your day going?"

Weiss Schnee blinked her blue eyes at the strangely dressed teen, who just caught her. "Wha?" She asked at the sudden question.

"Speechless? I have that effect at people." Spider-Man said in a happy go lucky tone.

That snapped her out of her shock as she gave a small glare before realizing that they had a problem. "We're still falling!" She pointed out as Spider-Man pretended to pause for a moment and look down before looking back at her.

"Really? Wow that sucks. To be perfectly honest, I didn't think I would make it this far." Spider-Man said with a shrug, lying as she was making it way too easy and he found this fun. "We seem to be in a bit of a pickle aren't we?"

Now Weiss was flabbergasted as they continued to fall. "Are you kidding me?!" She shouted as Spider-Man was making an effort not to laugh at her face while the others could hear them now. "We're falling to our deaths and you're making jokes?!"

"Lady you obviously don't know who I am." Spider-Man said with a shrug. "Then again not really your fault with that considering my situation."

Seeing the ground getting closer, Spider-Man sighed.

"Oh well, fun's over I should actually do something." Spider-Man said moving one hand as he shot a web line, snagging the ruins as they came to a swing right before they hit the ground tossing her to Yang and Blake. "One delivery of Snow White minus the Seven Dwarves!"

The two caught the surprised Schnee as Spider-Man let go of the webbing and landed on the ground, sliding a bit.

"Okay anyone else going to be falling out of the sky?" Spider-Man asked checking his web shooters. "Because no matter how awesome I make it look, I can't waste all of my web fluid with how little I have."

If he remembers correctly he has four more cartridges in his belt.

That was when he noticed how silent it was and he looked at the group who were giving him looks of surprise while the Deathstalker was struggling with the webs in its eyes, only Yang and Blake were looking normal as they've been around him the last few minutes.

So naturally, he crossed his arms and raised an eyebrow, the left lense on his mask raising with it. "Take a picture, it'll last longer." He said with a smirk.

By this point you would probably think he doesn't take anything seriously with all the jokes he's made, but a person needs a way to cope with the stuff that happens in his world and his just so happens to be making puns to calm himself down.

The fact that said puns annoy his enemies so much that they make mistakes in their anger was an added bonus.

He barely blinked when Nora was right in front of him. "That was awesome, you shot up in the air like a rocket!" She said as Spider-Man took a step back as she was invading his space quite a bit. "Was that your semblance? How did you shoot those ropes?"

Spider-Man blinked at how quickly she spoke, the only reason he understood what she said was because he does talk with Quicksilver who sounds like gibberish whenever he was in the zone, but still what was a semblance? "Uh sorry?" He asked before the Deathstalker roared, getting the webs out of its eyes finally as it zeroed in on the web swinger. "Oh great now it's Spider-Season."

"Well the gang's all here and the Deathstalker can see again, now we can die together." Yang cracked a joke as all nine of them were tense at the Deathstalker as it began to make its way over to them or more precisely the web swinger.

"Not if I can help it." Ruby said with a smirk as she ran forward towards the Deathstalker despite her sister trying to call out to her.

Spider-Man was surprised by how fast she ran and that was before she pulled a giant red mechanical scythe out of nowhere.

"Whoa, Red Riding Hood went Grimm Reaper on us." Spider-Man quipped in surprise before the Deathstalker knocked her back easily.

"Don't worry, totally fine." Ruby muttered as she seemed to sound nervous before the Deathstalker moved behind her causing her to turn and jump back, her scythe proving to be a gun as it shot at the Deathstalker doing nothing but pissing it off as she began to run back to the group, folding the scythe up to put it away.

"Ruby!" Yang ran forward as Spider-Man went after her as this was getting out of hand.

Spider-Man however tensed as his familiar sixth sense went off, nudging him to look up as the giant bird was back from the kick he gave it. ' _Oh great, Polly is back for her cracker-._ ' He stared as the bird shot feathers like bullets from its wings instead of swooping down like he thought it was going to do, the feather embedding themselves into the ground, one of them nailing Ruby's cloak to the ground as Yang had to slide to a stop to stop herself from being impaled.

"And that is why I don't wear capes!" Spider-Man exclaimed as he danced and weaved around the feathers. "Learned that from watching the Incredibles."

"Ruby get out of there!" Yang shouted as her sister was tugging on her cloak while she couldn't get through the feathers to get to her in time.

"I'm trying." Ruby called back right as Spider-Man reached her.

"At this point forget the cloak." Spider-Man said as it was hindering her right now before the Deathstalker was there, its stinger raised. "Get down!"

Pushing Ruby down, Spider-Man got ready to block the stinger before a flash of white shot in front of him and ice shot out trapping the tail of the Deathstalker to the ground as it screeched.

"You are so childish." Weiss said making Ruby look up as she pulled a rapier with what looked like a gun barrel out of the ice. "And dimwitted and hyperactive and don't even get me started on your fighting style."

"Geez Snow, aren't you being a little harsh on Red here?" Spider-Man asked a little surprised by how she stopped the Deathstalker and he was beginning to wonder if he even needed to save anyone from the fall at all. "I mean sure, it was dangerous to just charge in there like that but I think she got the message."

Weiss turned a glare at Spider-Man. "Don't even get me started on you-... Who are you anyways?"

"Just call me Spidey." Spider-Man said not wanting to explain the story again at the moment as he got to the feather pinning Ruby's cloak down considering she seemed to be adamant about not taking it off. "Hold still."

Grabbing it, Spider-Man easily pulled it out of the ground, freeing her.

Weiss shook her head and turned back to her partner. "And I suppose I can be a bit." She paused as if trying to find the right word. "Difficult, but if we're going to do this, we're going to have to do this together. So if you quit trying to show off, I'll be… Nicer."

"I wasn't trying to show off." Ruby said looking down before she met her partner's eyes. "I want you to know I can do this."

"You're fine." Weiss said before turning to Spider-Man with a glare. "You are not."

"Oh you wound me Snow." Spider-Man said sarcastically as he placed a hand over his heart as if he was stabbed before he tensed as his spider-sense tingled again and the Deathstalker was crying out as its stinger broke free of the ice.

Grabbing both Ruby and Weiss, Spider-Man threw them towards the others before he caught the stinger in his hands right as it was an inch from his face, the force causing him to slide back a few feet before he managed to right himself.

"Get out of here!" Spider-Man told them as he was holding the Deathstalker back as Yang helped Ruby up.

"Are you crazy?!" Weiss snapped pushing herself up before seeing what he was actually doing and she had a look of disbelief on her face that someone was crazy enough to grab a Deathstalker by its stinger.

That was when the Deathstalker pulled it's tail back, and Spider-Man's adhesive bond pulled a part of the ground up with him as it launched him into the air, the ground still sticking to his feet.

Giving a grin, Spider-Man shot two web lines at the ground and pulled himself forward, doing a flip to where the ground would slam into the Deathstalker as it slammed one of the pincers into it, obliterating it right as Spider-Man jumped off, landing near the group, shooting more webs to cover the face.

"Guys, that bird is circling back!" Jaune said in a mixture of fear and awe, the latter from seeing what Spider-Man just did while the fear was from the two big Grimm surrounding them. "What are we going to do?!"

"Look, there's no sense in dilly-dallying, our objective is right in front of us." Weiss said pointing to the ruins.

Ruby smiled. "She's right, our mission is to grab an artifact and make it back to the cliffs." She took it from there. "There's no point in fighting these things."

"Run and live." Jaune gave a nod at that. "That's an idea I can get behind."

"Okay then you guys go while I distract old Scorpy there." Spider-Man said giving them a lazy salute. "Someone has to show who the better Arachnid is."

"Yea-no." Yang said with a raised brow at his idea despite thinking he might be able to do it with what they've seen. "All of us are going."

Spider-Man was about to tell them he will catch up before he paused as something that wasn't his spider-sense went through his head.

" _ **Go with them, they will be your allies in the days to come.**_ "

' _Madame Web?_ ' Spider-Man thought before shaking his head as he had to focus now and worry about that later.

"Well Goldilocks, how can I say no?" Spider-Man asked with a chuckle as both Ruby and Jaune grabbed a white Knight and Rook respectively, pausing to smile at each other before Ren spoke.

"Time we left." He said as the Deathstalker tore a part of the webbing off with a roar.

"Right come on." Ruby said taking the lead as the all ran, Spider-Man taking a moment to make a web barrier behind them that would give the Deathstalker trouble.

* * *

In a few moments they ended up in some bigger ruins as they could see a cliff across a canyon with a narrow stone bridge ahead as the Nevermore flew ahead of them, forcing everyone to take covers in pairs in the ruins.

Spider-Man was next to Jaune and Pyrrha this time. "So what do we do?" Spider-Man asked as this group was the experts on these Grimm as far as he knows.

Jaune went to answer before the Deathstalker came bursting out of the tree's. "Oh man run!"

Everyone burst out of cover and the Nevermore cried out as it began flying towards them again. "Nora, distract it." Ren told her.

The ginger haired girl gave a grin as she ran, jumping over the feathers being shot before she pulled out a-.

"Is that a Grenade Launcher?!" Spider-Man shouted as she fired it, causing an explosion to hit the Nevermore as it was surprisingly still in the air.

No one answered him as the Deathstalker made it to Nora before Blake and Ren came in, blocking the attacks as Weiss shot in and grabbed Nora, using a Glyph to shoot out of there while Spider-Man swung in and punched the Deathstalker, not holding back as he did so.

It cracked the bone armor a bit, but his hand was throbbing right now due to how he wasn't used to using all of his strength like that.

"Geez and I thought Thing had a hard head." Spider-Man muttered jumping back as the stinger barely missed him while Pyrrha's spear changed into a rifle and shot at the Deathstalker along with Ren's dual pistols. "Is everything a gun here?!"

Seeing everyone running across the stone bridge, Spider-Man swung to join them before the Nevermore flew through the middle, breaking the group apart as the Arachnid landed near Blake, Pyrrha and Ren who were left to deal with the Deathstalker while Ruby, Weiss, Yang, Jaune and Nora were on the other side with the Nevermore flying around them.

"I feel like I'm in the middle of a Godzilla movie." Spider-Man mused thoughtfully.

"Spider-Man, think you can blind it again?" Blake asked not sure what a 'Godzilla' was.

"On it Belle." Spider-Man said shortening her last name to a nickname as he shot two strands of webbing, but the Deathstalker clearly learned from the last two times as it blocked with it's pincers in an x formation before tugging, pulling Spider-Man right at him. "Oh come on, now you're stealing Scorpions 'come over here' move?! Mortal Kombat is going to sue you!"

Doing a frontflip, Spider-Man used the momentum to kick one of the pincers, causing the Deathstalker to stumble right when Blake came in with what looked to be a chain scythe to block the other pincer before gunfire came in the form of Ren and Pyrrha who was giving Spider-Man cover.

"Man, we have to get over there." Jaune said on the other side as Nora was next to him, watching Blake get knocked back. "They need help."

"Let's do this." Nora said looking extremely serious.

Jaune blinked and looked down before his rational mind came back. "Yeah, but… I can't make that jump." He confessed, not seeing Nora's grin before she pushed him down, her weapon becoming a hammer as her intention was easily revealed to Jaune. "No, wait-."

His plea went unheard when Nora slammed the hammer down, sending Jaune flying as he landed next to Spider-Man who just jumped back while Nora was on her hammer, using one of the explosives to send her flying at the Deathstalker.

"Dude, you have a weird talent of flying through the air." Spider-Man said giving him a glance as Jaune was groaning.

Nora slammed her hammer on the Deathstalker but it slammed her back and Nora plowed right into Blake, accidently knocking her off the bridge.

Eyes widening, Spider-Man was ready to jump down there, he already learned not to shoot a web line at a falling person the hard way, but Blake ended up saving herself as she used the chain part of her weapon to swing through the ruins after lodging her scythe into something sturdy.

Seeing that she had it handled, Spider-Man turned back to the Deathstalker who had its pincers and tail into the bridge, attempting to break it down and it was working, judging from how the ground was shaking.

"We need to move." Jaune said as the others nodded in agreement with him and they began to rush, but Spider-Man stopped, his sixth sense going off. He turned to see that Ruby, Weiss, Blake and Yang were using the falling debris of a collapsing ruin to climb up to safety as the Nevermore flew around them.

' _Man, the Avengers would be really good to have around at this point._ ' Spider-Man thought worried for everyone even if they just showed that they could take care of themselves, but these Grimm were still an unknown to him.

Seeing that Jaune and Pyrrha were helping each other in defense as Ren somehow got on the Deathstalker's tail, Spider-Man finally jumped off of the now collapsing bridge as he landed on a stone pillar and punched it, breaking the top off.

He chucked the pillar right at the Deathstalker, making it back up right as it threw Ren off of his tail.

"Ren!" Nora called out in worry, but Spider-Man was already in action as he shot a webline to launch himself forward, grabbing the guy and using the wall they were about to slam into in order to kick themselves back to the Deathstalker.

"You alright?" Spider-Man asked as Ren looked extremely tired.

"Thanks." Ren said as Spider-Man smiled under his mask.

It was nice to be appreciated every now and then, at least these people weren't calling him a menace or a freak.

Then again, the day was still young.

"Pyrrha!" Jaune called out making Spider-Man look back as the Amazon pulled a move that Captain America would approve in using her shield to slice the stinger that Ren loosened, making it land on it's head. "Nora, nail it!"

"Heads up!" Nora agreed, jumping on Pyrrha's shield, using it as a springboard with her explosives to send her into the air laughing right before she came flying down, using gravity to power up her strike in nailing the stinger into the Deathstalker's head, causing the bridge to break some more as Jaune and Pyrrha were sent flying towards Spider-Man and Ren.

Spider-Man however could've sworn he saw some electricity arch through Nora's weapon before she landed.

Now that the Deathstalker was taken care of, Spider-Man swung towards the others as they were dealing with the Nevermore.

Usually he would avoid using lethal tactics, unless you count when he fought the Ursai earlier, but from what he was told, these Grimm had no souls so he was good with not holding back.

"You girls alright?" Spider-Man asked landing next to Weiss as she was the nearest.

"We're fine, we have a plan." Weiss said momentarily forgetting her annoyance with him as they were still in danger.

"Anyway I can help?" Spider-Man asked seeing Ruby and Blake setting something up as Yang was busy standing on something, attempting to punch the bird out of the sky using the gun part of her gauntlets.

Weiss frowned before an idea came to her. "Can you make it fly towards Yang?"

"Got it Snow!" Spider-Man said jumping forward as she glared for the nickname.

"Stop calling me that!" Weiss shouted at him, but Spider-Man didn't hear with the wind rushing through his mask as he launched himself at another pillar to repeat what he did to the Deathstalker.

The Nevermore saw him and remembered the kick he gave it. Seeing him as the primary threat, it screeched and flew towards him.

Sensing that, Spider-Man quickly broke the pillar off and decided against throwing it. He instead chose to swing it around. "Batter up!" He called out, slamming it into the Nevermore as it was sent flying towards Yang now.

Seeing that it was on a collision course, the Nevermore went to get right of her before the blonde girl literally jumped right at the Nevermore, forcing its beak open as she began punching shells into its mouth.

"I. Hope. You're. Hungry!" Yang emphasized each word with a punch.

' _... Why do I get the feeling Yang and Hulk would get along so well?_ ' Spider-Man thought seeing that Yang caused the Nevermore to slam into the cliffside and the blonde girl ran back down the bridge, passing Weiss who used her rapier to freeze the bird to the cliffside by its tail feathers, making it immobile at the moment.

Landing near the other girls, Spider-Man saw the plan immediately when Blake and Yang were using the chain scythe as a makeshift slingshot that Ruby jumped on, Weiss making it back quickly to use a glyph to pull it back and hold it.

' _Deja-Vu._ ' Spider-Man thought, remembering using the same technique to launch himself at Vulture once.

"Of course you would come up with this idea." Weiss muttered with a shake of her head.

"Think you can make the shot?" Ruby asked, not bothered by that.

Weiss smirked at that. "Can I?"

That didn't do anything to ease Ruby's worries. "Can you-?"

"Of course I can!" Weiss snapped, causing Spider-Man to chuckle.

"Don't worry Red, I think you girls got this." Spider-Man said as he was curious to see if this worked.

Besides, if Weiss did miss or anything else happened he would interfere.

Ruby gave a nod, cocking her gun right when Weiss fired.

The Nevermore broke out of the ice right as Ruby's scythe made contact with its neck, pulling it back into the cliff and when Ruby landed on the cliffside, Weiss quickly made a Glyph appear beneath her to avoid the girl from falling off before making a trail going up.

With that said, Spider-Man had to fight the urge to drop his mouth open in shock as the girl ran right up the cliff, carrying that demonic bird like it was a paper bag as her scythe shot sniper rounds to help her speed before making it to the top, decapitating it as she did so.

Okay he has to admit, that was badass.

"Well, that was a thing." Yang commented now that the danger was over with.

"That it was, Goldilocks, that it was." Spider-Man commented as Ruby was standing on the cliff top looking down at them and he swore he saw two people behind her.

 **To Be Continued…**

 **Been awhile since I've updated, sorry about that.**

 **Life happened, but I hope everyone enjoyed this chapter, especially with both Team RWBY and JNPR being formed as of now.**

 **Oh and if anyone is annoyed at how Spider-Man barely did anything in the fight when he could've taken both Grimm down by himself-eventually- that is, I couldn't let that happen as I believe that both of those fights truly belonged to both Team RWBY and JNPR as it defined the two teams and started the bonds they would have in the series, but I did have him help out quite a bit.**

 **I enjoyed having him interact with Weiss though as it was fun to type that, but before anyone says something about that particular scene being familiar though I'll admit I took some inspiration from Reborn Dark Phoenix '919: Earth's Mightiest Heroes' story with that part.**

 **Oh and there were hints to the Secret Wars, the first one where he got the symbiote from, the clone saga, it's a hell lot shorter in this version I can tell you that much, and the death of Gwen Stacy in this chapter. Oh and he met Miguel already with the Spider-Man meets Spider-Man 2099 comic.**

 **So Spider-Man has fought a large amount of villains already including Venom and he still blames himself for what happened to Gwen, I just made it happen years earlier. He's only in his second-almost third-year as Spider-Man. And Kaine exists but Ben Riley is dead at this point.**

 **Now next time is the meeting between Ozpin, Goodwitch and Spider-Man so I hope you all are looking forward to that.**

 **Now it's time to answer some reviews.**

 **Lambertjohnathon63: Thank you and I hope you like this chapter and that it makes up for the wait.**

 **Guest1: Thank you, I hope you continue to enjoy this story.**

 **Duskrider: Thanks, I will.**

 **LividSuperior2: Ah sorry for the wait on this one, I had trouble typing it, I'm still not sure if it feels forced or not to be honest.**

 **Orion0905: A pun battle? That is an intriguing idea, I may do that.**

 **Oreo Knight: I'm happy that you feel like I was dead on with the personalities of each character as that was what I was aiming for, it's hard to do that with nine people at once though so sorry if I didn't nail it perfectly in this chapter. Hopefully I kept Spider-Man from feeling too forced in this story as I had trouble adding him in this chapter.**

 **Kid-N7: Thanks.**

 **Mr. Blah: More like the costume he got from the Future Foundation, I'm going to make a change to where it says he got it from Tony AND Reed soon. The Civil War hasn't happened as of yet in this story.**

 **Rkhotwheels: Thank you.**

 **Mario986: Haha, don't worry I will try to keep this story going.**

 **Darkus and Z: Why thank you.**

 **MrNoobishDude: I figured it would be a good reference as it was a classic team-up adventure between the two. And I'm glad you liked this.**

 **Undertaker5: Haha thank you and I hope you enjoyed this, especially his small interactions with Ruby and Weiss so far.**

 **Eternal4Ever: So have I, though I did find one called 'RWBYP', it's pretty good from what I've read.**

 **Croniklerx: Sorry, grammar is one of my worst subjects as well as my wording, I tried to make that better with the example you showed me and I will try to make it better in the future but I can't promise anything. Oh and yeah Spidey does usually keep the web shooters on underneath the suit, but when he runs out he would have to waste time pulling the glove off to refill it, so I had him make a version that goes outside of the suit so he wouldn't have to waste any time with that. I wouldn't say this is the best Spidey/RWBY crossover as 'RWBYP' has beaten me in that regard.**

 **Gamelover41592: Thank you.**

 **Next time on The Spider of Remnant**

"So." Spider-Man was sitting on the wall as he was in the office of one Professor Ozpin who was calmly sipping some coffee, he had a cup of his own that the esteemed Professor offered him while this Professor Goodwitch was standing nearby. "Since the Great and powerful Wizard of Oz is here, does that make me Dorothy or Toto?"

Ozpin raised an amused eyebrow at that despite not knowing the reference while Goodwitch frowned at his nonchalant attitude.

"Yup, definitely not in Kansas anymore." Spider-Man mused a bit nervously.


	3. Chapter 3: Compromises

_**Chapter 03: Compromises**_

Spider-Man sighed as he was currently upside down on a gear that was slowly spinning in a room that resembled the inside of a clock tower.

It's been what? Two hours since he helped those other teens fight the two giant Grimm and the Headmaster of this esteemed academy had him escorted here by his assistant who wasn't in the room at the moment.

He was pretty sure there was a camera in this room to ensure he didn't do anything though.

"But still, pretty sweet office he has, the guy probably isn't late to anything." Spider-Man quipped at seeing the clock hands on the window itself.

Still, he didn't really have to stay. He could leave through the window after opening it and easily blend in the nearby city he saw before being escorted to this office.

Then again, he knew almost nothing about this world and he was worried about the others. It wouldn't do to leave without seeing if they were alright first.

' _Still it's better that I leave soon._ ' Spider-Man frowned underneath his mask, crossing his arms. ' _As long as the Six are on the loose, I can't rest-._ '

"Thank you for waiting." Ozpin's voice broke through Spider-Man's thoughts as he looked down to see Ozpin and Goodwitch looking up at him as he was slowly going in a circle on the gear.

"Well, I can't exactly leave without getting lost." Spider-Man said in a joking tone as he dropped down, landing in his signature crouch. "Are the others alright?"

"They are." Ozpin said as they were resting after the ceremony to make the teams took place. "Both Team RWBY and JNPR have no injuries."

"Ruby and Juniper?" Spider-Man had a quizzical expression on his mask.

"The team names. RWBY and JNPR being the first letter in each of their names to make the team." Ozpin explained as Spider-Man slowly got it.

"Wow, now I'm wondering what the Avengers would be called if they followed that rule." Spider-Man said trying to think of a proper acronym.

"I take it these Avengers are from your world, Spider-Man?" Ozpin asked surprising the web head.

"How did you-there were camera's in the forest weren't there?" Spider-Man asked in realization, earning a nod. ' _No wonder my spider-sense was acting a bit strange there._ '

"It's how we keep track of the students during their initiations as well as keep watch for any Grimm that get too close to the academy for us to be comfortable." Goodwitch said while Ozpin was pouring a cup of coffee.

Spider-Man didn't look too put off by the no-nonsense tone in Goodwitch's voice as he's dealt with plenty of people like that over the last few years before Ozpin held the cup out as he had a second one waiting. "Oh thanks." Spider-Man said not expecting that while smiling.

He was a bit of a caffeine addict-it was a must-have for the long nights a superhero pulls.

Ozpin poured his own cup as Spider-Man lifted the mask up to his nose so he could drink the coffee. "Take a seat."

"Uh, can I sit on the wall?" Spider-Man requested earning a raised brow while Goodwitch gave him a pointed look. "It's a bit more comfortable for me."

"Very well." Ozpin agreed as Spider-Man quickly made himself comfy before the headmaster got ready. "Do you know who I am?"

He watched Miss Xiao Long and Miss Belladonna explain a few things, but he wasn't there for the whole explanation as he had to keep an eye on the other students.

"I think they called you Ozpin right?" Spider-Man asked earning another nod before he grinned. "So, since the Great and powerful Wizard of Oz is here, does that make me Dorothy or Toto?"

Ozpin raised an amused eyebrow at that despite not knowing the reference while Goodwitch frowned at his nonchalant attitude.

"Yup, definitely not in Kansas anymore." Spider-Man mused nervously, taking a sip of his coffee. ' _Ah, that's the stuff._ '

"Are you taking this serious in anyway?" Goodwitch finally had enough of his attitude as Spider-Man has done nothing but make wisecracks the whole time.

"Of course I am." Spider-Man admitted with a shrug. "But what's life without a few jokes?"

"A coping mechanism then." Ozpin deduced as Spider-Man tensed, not meaning to reveal that much.

"You're perceptive." Spider-Man said the humor gone as he frowned. "Okay so I'll cut to the chase, what do you want exactly?"

"I want to know what happened." Ozpin said before a new voice spoke up.

"I'll take the explanations from here."

Goodwitch tensed while Ozpin calmly looked over, though his grip on his cane tightened a bit with the handle glinting in the light as smoke filled a corner of the room.

Eventually, the smoke cleared away to show an elderly woman sitting in a chair with gray hair and a red dress that had a white spider symbol on it, a red sash covering her eyes. The chair however had a web coming out of the back of it, each pattern showing Spider-Man, or rather various versions of him.

"Madame Web!" Spider-Man said with a smile jumping down from the wall as he placed his cup of coffee on the table.

"Hello Peter." Web said causing Spider-Man to tense at how she just said his name causing her to chuckle. "You can relax, they are trustworthy enough to know your identity."

"Web, it's a Secret Identity for a reason." Spider-Man muttered in annoyance.

Not even the Avengers knew his real identity. Heck, only Torch, Daredevil and Wolverine knew who he was back home. He was pretty sure that if the Avengers knew he was only seventeen-he was sixteen when he joined, he would be taken off the team due to being too young.

"Who are you?" Goodwitch asked her riding crop ready as she eyed the newcomer wearily, not letting her guard down despite how this new person seemed harmless.

"My name is Cassandra Webb or as I am more commonly known as Madame Web, the caretaker of the web of life." Web introduced herself as the webs on her chair pulsed, the images changing to different Spider's. "As thus, I am able to communicate with the Spider-Men of the Multiverse and help them throughout their trials."

Not even Ozpin could hold a straight face from that sort of information, he barely did that with the idea of one other world, but multiple universes?

Web had a small smirk as if she could see their faces despite her eyes being covered.

"So, you're here to take me home, right?" Spider-Man asked a bit hopefully.

"I'm afraid not." Web answered.

"W-Why not? You have the power to get me home." Spider-Man looked taken aback by the seemingly cold answer.

"I can barely reach you in this world, I'm not able to transport you home as of right now." Web explained to him.

"Then, I'm stuck here?" Spider-Man asked hoping that wasn't the case.

"If I may." Ozpin spoke composing himself. "You said as of right now? Meaning you could in the future?"

"Yes, the reason I can't is because of the Tablet of Order and Chaos." Web said the web on her chair changing to show the fight between Spider-Man and the six as Octavius held the Tablet. "It is one of the most dangerous and mystical items in the world and it was shattered."

"Right, sorry about that." Spider-Man muttered with a wince. "Bet ol' JJ is going to have a field day with that."

He could already imagine the headline of that paper. 'Masked Menace Destroys Priceless Artifact! City Calls For His Arrest! String him up by his own webs!'

"A dangerous and mystical artifact was in a museum?" Goodwitch asked at the sheer idiocy of the idea, although Spider-Man could see that she wasn't in total disbelief showing they must've had some mystical mumbo jumbo in this world too.

"Isn't the first time something like that happened, remind me to tell you about Red Sonja sometime." Spider-Man said remembering that headache in itself.

"Now the pieces are fragmented all across Remnant, as are your enemies." Web said confirming Spider-Man's fears. "You're only hope of returning home is to gather the fragments and contain the Six before they cause destruction in their wake."

"That is a problem." Ozpin said with narrowed eyes at the new pieces in this war he was fighting, especially if the other side learns of these Six.

From what the images showing the fight was showing, if Salem learned of these six, nothing good could come from it.

"I did augment your Spider-Sense to detect the fragments whenever you're close to one." Web explained making Spider-Man grab his head self-consciously before she coughed. "I can't maintain this connection forever, you must remain vigilant Spider-Man, find the fragments before your enemies do or your world as well as every world out there will be completely annihilated."

"Wha?!" Spider-Man wasn't expecting that last part but Web was already gone. "Annihilated?! Web, you have the wrong guy, I'm only a Street-Crime Fighter, the Avengers are the main heroes!"

Sure he helped saved the world from a Mad Time Lord as well as Galactus with the Avengers, but he wasn't by himself in both times. And it wasn't just his world but the whole freaking Multiverse resting on his shoulders?!

His luck can't be that bad, can it?

Web didn't answer back, showing that whatever connection she had was gone.

"Great, as if today wasn't bad enough already." Spider-Man muttered in resignation.

Ozpin and Goodwitch shared a look, neither of them liked this situation any better than the web head as there were too many unknowns added into the variable.

"I think we should continue this discussion another time." Ozpin said as he needed time to think about what he learned and from Spider-Man's tired stance so does he. "Now Peter was it?"

Spider-Man tensed again, forgetting that Web revealed that part. "Right." He said knowing that there was no other way around it.

Taking off his mask, he was shown to be a teenager with messy brown hair and hazel eyes.

"Peter Parker." Spider-Man said with a slight smile. "Nice to meet you."

Ozpin hid a small smirk as that was the exact same thing Miss Rose said when they met.

"Mr. Parker, what do you plan on doing from here?" Ozpin asked, clasping his hands together.

"I guess head into the city and begin my search." Peter said with a sigh before he lifted the upper part of his costume to show a mechanical belt and took a portable camera off the buckle to show a symbol of his mask underneath it. "Is there a paper nearby that I can sell pictures to perhaps? Once I get some in this world?"

"Your plan is to work at the local Paper?" Goodwitch asked him as despite her stern demeanor, she did show some sympathy for Peter as he was literally thrown from his home to an unknown world.

Most grown men would be crying at this point, yet surprisingly he just looked resigned.

"It'll get me some cash needed to rent an apartment and help me adjust while I do my search." Peter explained before chuckling a bit. "Although if the owner is named John Jonah Jameson, I'm walking out the damn door. Once in my world is enough for a lifetime thank you very much."

"What if I offer another solution?" Ozpin asked as he had this idea ever since Spider-Man began helping the soon-to be Team RWBY and JNPR.

Peter looked surprised, his face much easier to read without the mask. "Uh sure?"

"I can offer you a place in my school." Ozpin told him, already making some plans for just in case these Six show up. "You'll have food and shelter, we can also provide Lien for some odd jobs."

' _Lien?_ ' Peter winced knowing that he didn't know how money works here before he weighed his options.

It was a pretty good deal and Web did say that Ozpin was trustworthy. But joining a school designed to train warriors?

Heck, this seems like a school the X-Men would run rather than SHIELD now that he thinks about it.

And this place must have a science wing where he could make more web fluids-he could even give his webshooters some much needed upgrades if he needs to, he never really took advantage of that part when he was with the Avengers as he didn;t want to ask for too much after the upgrade on his suit without risking the Avengers finding out who he was.

"I appreciate the offer but I don't know." Peter said thinking carefully on what to say. "I need to find those fragments soon, the Six aren't the only enemies I have and if word gets out in New York that I'm not around a lot of criminals would be coming out of the woodwork… And if I did join the school, if the six see me without my mask my identity would be blown."

"That implies that you're famous in both identities." Ozpin noted as Peter chuckled.

"Well infamous as Spider-Man but as Peter Parker I'm just famous for getting pictures that no one else could for the Daily Bugle." Peter explained rubbing the back of his head with a chuckle. "That alone caused some of them to go after me in order to figure out how I got them so they can get their revenge on me when I'm Spider-Man. Heck Doc would recognize me in a heartbeat after an incident where he unmasked me."

"And he still doesn't know?" Goodwitch had some skepticism in her tone at that.

"Well my powers were kind of gone at the moment, so my performance was so terrible that I couldn't be Spider-Man to him and he had one of my friends held hostage so he assumed that I just dressed up as Spider-Man because I couldn't find him or me as you know." Peter explained, not at all phased about speaking in third person here. "But if he saw me here, well that would make even Rhino seem like the worlds greatest detective."

"I see." Ozpin said as that would be a problem. "And yet you were going to work at a paper in Vale despite that?"

"I would've made a fake name and changed my look before doing that, it would've actually helped my secret identity if someone other than me got the pictures." Peter said giving a grin. "Now what exactly would I be doing if I accepted your generous offer?"

"In Beacon there are teams comprising of four Trainees," Ozpin said seeing at how Peter was considering all of his options before deciding. "As the teams are already made I have a solution for you considering the teamwork you've done with Team RWBY and JNPR."

Peter raised a brow and even Goodwitch gave Ozpin a questioning look as she expected for Ozpin to do something else.

"How long have you been doing what you do?" Ozpin asked curiously.

"Almost three years, I'm usually a Solo guy with fighting street crime but I'm also a Reserve member of the Avengers as well as an honorary Fantastic Four member and Defenders. The Power Pack and New Warriors also consider me a member, even if it was my clone who was on the Warriors and an incident with me deaging had me join the Power Pack for a week," Peter said with a smile as he was rambling. "The only team I haven't joined at this moment was the X-Men-."

"So you're experienced in being solo as well as on a number of teams," Ozpin interrupted, while taking note of all of these teams he was talking about, although even he looked a little confused about the 'de-aging' part. "The solution I'm offering is for you to be on both teams as a Manager."

Peter blinked in surprise.

"Both Ruby Rose and Jaune Arc are the leaders of both team, and will remain so but if they're ever in a situation where their leadership is compromised you have the ability to take over and you can go with either team on a mission or by yourself if you feel like it." Ozpin explained it more to him.

"So in other words, I'm a teacher to them?" Peter asked not expecting that.

Ozpin didn't deny or confirm that. "Does that make you uncomfortable?"

"Well, I never really taught anyone before, I thought of becoming a teacher at my High School after graduation," Peter explained, rubbing the side of his head in thought. "But you just met me, why would you trust me with something like that?"

"Because of your experience." Ozpin said despite the real reason was because he watched the other versions of him in the webs when Madame Web was there and saw all of them helping save people either from a murderer, rapist or from a burning building. "As capable that Team RWBY and JNPR, are they have little to no experience of being a team or of being Huntsmen and Huntresses. That's where you come in."

Peter frowned before giving a nod. "I have a few conditions."

Ozpin gave a slight smile that he accepted. "And they are?"

"I register as Spider-Man." Peter said his tone holding no room for arguments. "Web said I can trust you two, but I can't register as Peter Parker and risk the Six finding out."

"That can be done." Ozpin said agreeing with that.

Goodwitch didn't look too happy with that one but even she agreed with the need for it if these Six were as dangerous as Peter made them out to be.

"Secondly, I get access to a chemistry lab if you have it." Peter said taking one of his webshooters off. "I have too little web fluid at the moment to be comfortable with."

"I think we can come to an agreement on that." Ozpin was a little intrigued about this weapon of Peter's.

"Okay." Peter smiled as he was hoping he wouldn't regret this. "Then you have yourself a Manager."

* * *

Peter was now walking with the two, his mask back on as they were heading to where both Team RWBY and JNPR were resting.

Spider-Man took the time to look around the school as he was getting a Hogwarts feel coming from it.

He could see a few other students that looked like they were upperclassmen giving him weird looks as he walked with Ozpin and Goodwitch.

"I feel like they're expecting me to do a flip." Spider-Man said with a chuckle.

It was really tempting to just walk on the wall to give them something to stare at, but he figured that he shouldn't push his luck.

Eventually they came to a room where the first years were stationed as it was near the rooms.

"Spidey!" Yang's voice caused Spider-Man to look forward where he saw the eight teens that he fought alongside were resting in the common rooms for the First Years, he saw some other first years give him weird looks.

"Hey Goldilocks." Spidey quipped walking towards them before looking at Ruby and Jaune. "I heard the news, congrats Red and… Joan."

"Uh Jaune." Jaune said a little hurt at how Spider-Man messed the name up.

"I know, but you remind me of a story back home of someone called Joan of Arc, so I'm calling you Joan." Spider-Man said showing that he didn't forget Jaune's name. "I give nicknames to people I know."

He didn't say that the story of Joan was about a woman who crossdressed to fight in a war, no doubt Jaune would hate the nickname then.

"Oh." Jaune looked a little relieved at that. "Thanks."

"So what happened to you?" Ruby asked curiously. "We didn't see you at the ceremony."

"I wasn't supposed to be in the Forest in the first place so the good old Wizard of Oz and the Good Witch of the South needed to speak with me." Spider-Man said his nickname for Goodwitch caused her to glare at him while Yang snickered at the pun of the name itself. "What? It's a classic movie from home."

"You weren't supposed to be in the forest in the first place?" Pyrrha asked in surprise as Spider-Man looked at her.

"I'm from an Alternate Dimension." Spider-Man said plainly giving a shrug.

Weiss scoffed at hearing that while Ruby, Jaune and Nora looked amazed, Ren had a sceptical look but he wasn't outright dismissing it.

Yang and Blake just seemed to be okay with it as they knew the story at this point.

"Right, what's the real story?" Weiss asked showing that despite them working together she still didn't like him.

"He's telling the truth, we confirmed his story." Ozpin said casually causing Weiss to splutter in surprise. "I'll leave you with your new teammates Spider-Man."

"Thanks Oz." Spidey said giving a wave as Ozpin left with Goodwitch behind him after she gave him a slip of paper that showed a room number.

"Teammates? Wait which team are you on?" Yang asked as Ozpin didn't clarify.

"Both." Spider-Man said surprising them. "I have experience by myself as well as on teams, so he made me the manager."

"So wait you're the leader?" Jaune asked and Weiss looked a little horrified by that before Spider-Man chuckled.

"No you guys still are, but I can work with both teams as well as take over on a mission if I need to." Spider-Man said not sure how they would take this. "Although I don't think I need to with how you guys did out there."

"Well, at least I have someone I can talk to about being leader." Jaune said looking a little relieved as he wasn't so sure about the idea of him being one.

"Sorry if I'm having a little trouble believing that you were made Manager, when we have no idea who you are." Weiss said coldly.

"Oz and Witch know who I am." Spider-Man said giving a shrug. "It was kind of unavoidable, Snow."

"So, a Superhero as a Manager." Yang teased with a chuckle, causing the others to look surprise.

"You're a Superhero?" Jaune asked not expecting that as he was a big fan of X-Ray and Vav from the comics he's read and the idea of meeting an actual Superhero was pretty cool. "An actual Superhero?!"

"In a way, even have my own Rogues Gallery, six of whom are in this dimension as we speak." Spider-Man said with a shrug.

"You seem awfully calm about this." Ren spoke up as he looked at Spider-Man cautiously.

Blake gave a nod of agreement with Ren. "Especially with how dangerous you said these guys were." She said remembering the descriptions that Spidey gave them a little.

"When you end up in other dimensions a lot, you kind of treat is as a daily annoyance." Spider-Man said giving a shrug despite their now dumbfounded looks. "Besides this isn't really the worst place I could've ended up in."

Seeing as how they were giving him looks of shock and disbelief, Spider-Man decided that maybe that was a good time to go to sleep and let them process what they were told.

No doubt they didn't really believe him, even with Ozpin confirming his story as it was pretty unbelievable to be completely honest.

"And on that happy note, I'm bushed." Spider-Man said standing up stretching as he gave a yawn behind his mask. "Goodnight."

* * *

"Professor Ozpin, aren't you taking quite a risk in letting Mr. Parker stay here?" Goodwitch asked as they were back in his office. "Even if he's telling the truth about being from a different world than ours, we barely know anything about him. I don't normally question your decisions but the last few ones you've made are ridiculous."

"I know that, which is why him being a Manager of Teams RWBY and JNPR is only a trial-run, if for any reason he abuses the trust I'm giving him it will be taken away." Ozpin said as while he showed he did trust Peter Parker, he wasn't a fool to not have some safeguards to where if his judgment would fail him as it had before in the past. That was why he hasn't offered to unlock Mr. Parker's Aura yet, not until he deems him trustworthy to have that boost with his own abilities.

At this moment he was writing a letter to the Chief of Police in Vale already guessing from how Spider-Man risked his life in his world and various others that he wouldn't ignore a crime if he saw it happen so he was 'offering' to have an experienced student help with crime and as Huntsmen and Huntresses were pretty well-liked in the kingdoms, there should be no problem with the Chief accepting.

"If he's really the hero that this Web says he is he should be acting a bit more responsibly than what he's shown." Goodwitch muttered leaving the room, while Ozpin gave a noncommittal grunt.

While Goodwitch was a great Huntress, she always judges people by first appearances alone. If anything he saw how Mr. Parker has been acting responsibly from the footage of the fight.

He has spent most of the fight defending the others as well as minimizing any risks aimed at them, especially with saving both Ms. Rose, Mr. Arc and Ms. Schnee without knowing about their Aura.

"Looks like this will be an interesting year." Ozpin mused finishing the letter and reading it over.

* * *

In a forest far from the school, a man was walking in pure anger… No four metal tentacles were carrying him through the forest as he had black goggles on with a bowl-shaped brown haircut wearing a green one piece suit with a metal plate around his waist where the tentacles came from and metal bracelets and boots.

In his left human hand, he was carrying a piece of the broken tablet as it was pulsing with power.

"Almost had him." Otto Octavius muttered in annoyance at how yet again, that cursed Arachnid got lucky and slipped out of their grasps.

Funny how he only took this tablet to lure his foe out and it turned out to be a mystical object.

He may be a man of science, but he wasn't a fool to not appreciate the powers of the supernatural. If he could harness it for his own use, he would be nigh unstoppable.

But back to the matters on hand, he had to find out if any others of the six were sent with him when the tablet was destroyed.

Knowing his luck, the damn Arachnid was sent to wherever he was as well and while he would like to be the one who personally kills that bumbling idiot he would rather make sure it's actually done and for that he'll need the Six.

Besides he likes comparing notes with Beck due to how the two of them are the scientists of the group while the others while with their uses are nothing more than brutes.

Movement, caused him to stop as some wolves came out with bone armor and red markings on them. "Hello, what is this?" Ock asked his curiosity arisen before they lunged.

They didn't get far when two of the metal tentacles reacted, impaling a few in a row to the ground before a third tentacle began spinning around like a saw blade, decapitating another as Ock was standing on his two normal feet with a fourth tentacle near him just in case these creatures get too close for comfort.

' _I think I have a few new creatures to disect._ ' Octavius thought before he saw smoke emanating from them as they began to disappear. ' _Interesting, so in order to study them I need a live specimen._ '

Hearing more movement, Ock got ready only to see electricity shooting out as more of these wolves were killed. "Maxwell." He greeted to a man in a green containment suit, his head was pure electricity itself as more arched from his hands.

"Doc, you know I prefer Electro." Maxwell Dillon said, a helmet closing around his head to contain the wild electricity before he looked at the decomposing wolves. "What the hell are these?"

"Specimens for me to study later, are you alone?" Octavius asked as Electro shook his head.

"Kraven was with me, he went to explore the area saying something about learning the land."

"And I have." A deep russian voice spoke as a creature landed near them looking like a bipedal cross between a lion and a tiger wearing clothing. "There are worthy hunts around this area, but I haven't found my prey's scent yet."

"Chances are the web head isn't even here." Electro said to Sergei Kravinoff, or as he's most likely known as Kraven the Hunter a man who paid someone to mutate him into what he was in order to go toe-to-toe with Spider-Man. "I say we get out of here before anyone see's us."

"We will Electro, but first we must find the others." Octavius said before holding his piece out. "Did any of you find the other pieces?"

"That rock holds great power to transport us." Kraven mused with a dark chuckle. "But no, I haven't seen any others."

"Neither have I, Doc." Electro said with a raised brow behind his helmet. "You think that's our ticket home?"

"Perhaps or perhaps it's something we can use to our advantage." Octavius said his mind going through all the scenarios he could use this for. "But first we must find Sandman, Rhino and Mysterio before we do anything else."

"And if we find the prey?" Kraven asked as Ock gave him a smirk.

"If we happen to run into the Arachnid in our search, we will kill him." Octavius said as if he was talking about the weather. "That is what we were attempting earlier."

Electro laughed at that. "Now there's something we can agree on, Doc." He said electricity arching around his hand. "I can't wait to fry that punk."

* * *

Peter was in a small bedroom that had a bed, a desk, an empty bookcase and a door that lead to a small bathroom as he had his mask off, sitting in a chair.

It was surprisingly next to both Team RWBY and JNPR's rooms and while at first it was a combo-locked door with the combination on the paper Goodwitch gave him, there was a small handheld device similar to a phone in his world, called a scroll that was given to him.

Once he inputted his hero name he was registered into Beacon with it now the key to his room as well as a way to make a schedule and keep in contact with people.

"Man, if Richards or Stark saw this they would be impressed." Peter said going through the scroll.

He was currently checking the News to see if anyone spotted the six like Rhino as he would be hard to miss or Mysterio with his need for dramatics, but no dice on that.

What he did learn was this Roman Torchwick and get this, a race of people with animal qualities like a guy with bear ears or someone with a dog tail.

They were sadly treated with contempt despite things getting better for them, making Peter think about the X-Men as well as how Mutants were treated with disdain and fear back in his world.

' _Just like home there's a race with prejudice and a never-ending cycle of hate._ ' Peter thought disappointed as there seems to be something like that no matter where he goes.

And there was something like the Brotherhood of Mutants, only for the Faunus-the name given to the people like that- called the White Fang, a once peaceful organization now known for acts of terrorism.

There were also some stuff about this thing called 'Dust' which was like a clean energy source reminding Peter of Stark Industries Arc Reactor. And get this, the people mining it were the Schnee's, Weiss's family.

"I'll look more into this tomorrow." Peter decided, placing his scroll down before focusing as his costume change to a pair of sweatpants and a white shirt. "Good thing Unstable molecules clean themselves."

It definitely saved on the laundry bill as well as helped him wear different clothes, before he had to wear the spandex version underneath his clothes at school and spend a minute or two changing.

"How did I live without you?" Peter asked with a sad smile as he said the same thing about the Symbiote that kind of did the same thing, only it was alive and took over his body.

Giving a yawn, Peter climbed into the bed after making sure the door was closed and turned off the light, falling asleep immediately, as all of the events from that day made him exhausted.

 **To Be Continued…**

 **I can't believe I actually got the third chapter down so fast, man this is a good day! Doesn't mean all of the updates will be this fast sadly, but I hope you enjoy what is here.**

 **Now there is some friction between Spider-Man and the two teams as Weiss doesn't really like him for his attitude, like the other heroes in the Marvel World didn't until they got to know him, and Ren is pretty cautious around him. Plus there's the fact that he's hiding his identity still which will make some trust issues. Also Weiss hasn't had any of her development yet, so she may come off as a bit… Bitchy in this story at the moment, but she will get better over time.**

 **But realistically considering he's famous as both Peter Parker and Spider-Man, adding in that he doesn't know where any of the Six are at this moment, he can't register as Peter Parker without risking the Six finding out who he is, something that Ozpin understood when Peter made the request and he allowed it, but only because he knew who he was under the mask now. And he is making some counter-measures just in case his judgement is wrong as while he is more trusting than say James, he isn't stupid to not have something for just in case.**

 **Besides, he doesn't even let the Avengers know who he is for an extremely long time.**

 **At this point, Spidey is practically trolling everyone by just flat-out saying he's from another dimension as he's just used to that crazy stuff by this point.**

 **He will get to know each member of both Team RWBY and JNPR though on a personal level-think spending time with them in the form of Persona if you will.**

 **Finally, three members of the Sinister Six are on the move with a piece of the fragment already so it will eventually be a race to grab the other pieces.**

 **Now time to answer the reviews.**

 **Gamelover41592: Well it was tempting, but I think it's better to have them be just Earth Fairytales, something to keep the worlds apart besides the obvious. Happy you liked the second chapter.**

 **DocSlendy: Thank you.**

 **Death of Snipers: 1) He will, but right now he won't as Ozpin while putting some faith in him is witholding on that to be safe. 2) He doesn't know anything about Faunus and I don't think it would work as it has to be a physical change, not a biometric change. 3) In a way, but he showed he could already work with both Team RWBY and JNPR pretty well.**

 **Croniklerx: Thank you, I hope to continue to improve as I write this. Nope, he still has the classic look, only with the webshooters on the outside. Glad the interactions were good and don't worry, Spidey will be changing a few things, but I couldn't let him take the spotlight from both Team RWBY and JNPR's time to come together. He won't be a simple tagalong as the story goes, especially with his enemies gathering together again. I actually haven't seen the new X-Men movie, I've been meaning to, I only had Quicksilver mentioned like that as having superspeed with everything going sooo slow is like a kid with ADHD and ADD only ten times worse. Honestly I like RWBYP, but I can see your point with the cliche lose everything before going to another universe, but I'm guilty of doing that before I started over so I can't really say anything. Hope you like him practically trolling everyone as he said it, not really caring due to being used to crazy stuff in his life.**

 **: Thank you, it was fun writing him interacting as well as giving the nicknames, I'm guessing you already know what he's going to call Nora, Ren and Pyrrha when he gets to know them a bit more. Yeah he is sort of a team player with all the team-ups he's been on in the past, I mean look at them all, the only person on more teams than Peter is Wolverine. I was tempted to make him a greenhorn but I figured it would be better to give him at least two years of experience. Now I haven't decided if I'm going to have the Six team up with the RWBY badguys or do their own thing creating friction between the two groups yet.**

 **Lambertjohnathon63: I know what you mean, as a fellow Spidey fan I love reading the many references, hope you liked the ones I did in this chapter so far and thank you for understanding in how life can get in the way.**

 **Duskrider: Why thank you.**

 **Orion0905: So very true.**

 **Next time on The Spider of Remnant.**

"Don't you think you were being a bit hard on her?" Spider-Man asked as he was speaking to Weiss after an incident in the classroom earlier that day. "I mean-."

"Oh don't you lecture me about that when you're just as bad." Weiss snapped glaring at him for even trying to talk to her about something he doesn't understand. "I don't see how someone like you is our manager when you do nothing but joke around, just because life wasn't hard for you doesn't mean you can act like life is nothing more than a game-."

She stopped when she saw Spider-Man shaking a bit at what she was saying. "That is where you're wrong." He said as there was definitely anger in his tone making her take a step back as hearing the joking tone gone from his voice was a bit intimidating due to hearing nothing but that ever since she met him. "I might make a few jokes now and then, more than what people like, but I know how bad life can get."


	4. Chapter 4: First Day Troubles

**Just a heads up, this chapter will show Spider-Man's origins that took more from Ultimate Spider-Man (Comic) then the Spectacular Spider-Man (Cartoon).**

 _ **Chapter 04: First Day Troubles**_

 _ **~Earth~**_

"Thank you for coming," A metallic voice greeted as a man in a titanium suit of armor that was comprised of a red and gold color stood in front of a large, circular table with an A emblem on it, seated around it were a group of colorful people.

"Not like we had a choice Stark," A cocky tone answered him in the form of a man in a purple chainmail armor, a bow rested near him while a quiver of trick arrows were on his back. "It was either another meeting or monitor duty."

The Invincible Iron Man let out an amused snort at Hawkeye's wit, while another person, this one looking like a blonde bodybuilder in silverish armor with a red cape resting on his shoulders, a viking helmet and a small hammer looped onto his waist.

"Thou doesn't really think Stark sent out the emergency alert just for a meeting does thou Barton?" Thor the God of Thunder asked with a frown.

"I wish I did, Point Break," Iron Man said before the table began to light up. "Jarvis, bring up the incident with the Sinister Six from yesterday."

" _Loading video now, Sir._ " A british mechanical voice answered him.

"Aren't they the Web Head's enemies?" Hawkeye asked with a raised brow as the screen began to show the fight.

"Hold on, what does Octavius want with an Ancient Tablet?" This Avenger was a young woman in a yellow and black striped themed suit, as she was sitting next to a giant of a man who was green wearing nothing but ripped purple pants. "Doesn't he usually steal from Oscorp or Roxxon Industries?"

"Perhaps he's branching out to artifacts?" A man in a dark cat-like suit suggested, watching Spider-Man swinging in to fight the six. "He could get a lot of money from the right people with something like that."

"Who cares why? I say we smash them and be done with it." The green giant snarled, cracking his knuckles, audibly.

"You say that for every situation Jade Jaws." Hawkeye pointed out causing the Incredible Hulk to snarl in his direction.

"You want to keep your bow, Cupid?" Hulk asked before a look from the final occupant in the room caused them to stop, this man was dressed in a patriotic uniform that was red, white and blue his mask off to show a man in his late twenties with blonde hair and blue eyes, a circular American-colored shield strapped to his back.

"That's enough chatter," Captain America said to them, turning to Iron Man as he did so. "Is Spider-Man alright?"

"That's the thing… I don't know." Iron Man revealed, his faceplate going up to reveal a dark haired man with a dark goatee and an extremely worried look.

That was when it showed Spider-Man attempting to punch Octavius, only for him to use the Artifact as a shield.

The Artifact looked like it held up pretty good with the punch before it cracked and shattered, unleashing violent streams of energy as it did so. By the time it was over, Spider-Man was gone, along with the six.

"Wait, what happened?!" Wasp asked shrinking down as wings sprouted from her back so she could fly closer to the screen. "Was that supposed to happen?"

"Jarvis, rewind and pause at 0:35," Iron Man ordered as the video was now right at when the Tablet began to freak out. "Scan."

" _Scanning._ " Jarvis droned as the scanning was being shown on the hologram. " _The energy surrounding it matches the energy that was recorded from the Norn Stones._ "

"Odin's Beard," Thor said at hearing that. "The Tablet of Order and Chaos."

"Wait, you know what that hunk of rock was?" Hawkeye asked with a raised brow at the now troubled Asgardian.

"Tis ancient dark magic, capable of turning anyone who taps into thy energy into a force to be feared by all," Thor explained to the Avengers. "The Man of Spiders could be anywhere in the nine realms or beyond them at this point."

"Damn, that bug has some bad luck." Hawkeye muttered, a tinge of concern in his tone as while he wouldn't admit it, he kind of liked the web head due to the two of them being the misunderstood of the team with how people thought they were criminals in the beginning of their respective careers.

Heck, people still think that Spider-Man was a criminal despite being on moderately good terms with most of the Heroes.

"You think Heimdall can locate him?" Captain America asked the Norse God who frowned.

"I'll have to get back to thou on that one." Thor answered as it wouldn't hurt to check.

"Should we contact the Fantastic Four or Doctor Strange?" Black Panther inquired as this seemed to be in their field of expertise.

"Can't, Richards and his team are off in the Microverse and Wong told me that Strange was in the Dark Dimension," Iron Man answered the Wakandan Prince. "Wasp, can you contact Yellow Jacket?"

Wasp grimaced at that as she thought about the violent man her boyfriend became while remembering the pacifist he was. "Hank said he was busy, he wouldn't elaborate."

"Lovely," Iron Man muttered while wishing that Yellow Jacket was still Ant Man as he was a lot more reliable back then. "Okay, Jarvis I want you to be ready to notify the Reserve Avengers in case we need them and contact Danvers when she returns from the S.W.O.R.D base."

"So, anyone know if the webhead has a family?" Hawkeye asked as they would need to notify the family of their fellow Avenger.

"Times like this I wish Spider-Man actually trusted us with his identity," Iron Man shook his head. "Heck, I don't even know if Spidey has a family."

"Little Man knows." Hulk's voice surprised them.

"Logan?" Captain America asked as he remembered his old war buddy and knew Hulk's nickname for everyone at this point.

"That actually makes sense, can't Wolverine track a person by their scent?" Wasp asked earning a thoughtful nod from Iron Man.

"If anyone knows it's him. Jarvis, contact Wolverine and ask for him to speak with Spider-Man's family if he has one," Iron Man ordered before looking at the rest of them. "Alright Capsicle you ready to go to the scene?"

Captain America smirked a bit in reply before Panther spoke up. "I'll go with you, having a third set of eyes wouldn't hurt." The Wakandan Prince said, making Iron Man shrug at the point made.

 _ **~Remnant~**_

Peter yawned as he woke up the next day, tired but alert-especially when he heard a loud whistle in the next room over.

"Good morning, Team RWBY!" Ruby's voice sounded after that from the other room, showing who the culprit was.

"What in the world is wrong with you?!" Weiss's voice came after her, showing her annoyance.

"Huh, some wake-up call." Peter muttered stretching, happy that the aching from the fights the other day were gone due to his enhanced healing.

His healing while laughable compared to Wolverine and Deadpool's, especially considering the latter can survive practically anything, was strong enough to where if he broke his arm it would heal in a matter of hours rather than weeks.

The soreness came from the fight against the six rather than the Beacon Initiation as he didn't even get a scratch on that one.

"Alright, what should my agenda be today?" Peter mused cupping his chin in thought.

' _I should probably head to the library the first chance I get, so I can get some history books as well as books on this dust._ ' Peter decided with a nod. ' _After I learn what I need to I'll focus on searching for the Tablet fragments… I may do some web swinging around the city tonight and see how this place is._ '

After all, the sooner he did that the sooner he heads home and he was certain Aunt May must be worried sick for him at this moment. But he wouldn't be able to do that if he didn't know where to look.

So unless his Spider-Sense began directing him or Ozpin finds one of them, he was stuck.

Peter gave a nod, focusing as his clothes changed back to his uniform and he grabbed his web shooters and utility belt off of the table, but a card fell out of the belt making him pause.

Picking the card up, Spider-Man saw it was the Avenger's ID card he received after he saved the world from Kang the Conqueror who was the Mad Time Lord that wiped the original Avengers from history itself.

' _So does this give me a discount anywhere?_ ' He remembered asking that after getting it, using his humor to hide his disbelief that he was a part of a team that comprised of legends in the superhero community.

The idea that they wanted him of all people on the team was quite the shock as Spider-Man figured it was all luck that he managed to do anything to the Time Lord in the first place.

"I wonder if the Avengers are looking for me as well." Spider-Man knew that the ID cards had a system where they sent out a signal if something happens to the Avenger owning it, so it should've went off the moment he was gone from that Universe.

Spider-Man let out a sigh as despite the brave face he put on the other day and the fact he was used to stuff like this, he was still worried about making it back.

"Come on Parker, you'll be fine," Spider-Man told himself. "Probably need a psychiatrist-or a gargoyle named Bruce considering I'm still talking to myself, but I'll get back home."

That was when he noticed a package on the desk from Ozpin causing him to blink before he opened it, showing a school uniform inside of it. It was a black suit with a blue vest and a red tie.

"Oh yay," Spider-Man sarcastically said, getting a good look at it before focusing as the unstable molecules in his suit copied it and formed it, leaving on his mask and gloves of course and leaving the tie out. "I make it look good, of course."

Leaving his room, his scroll in hand, Spider-Man wondered if he should knock on the door of both teams as it was nearly nine, the time when the class begins- he was eager to see what they would teach and was going due to how it would help him learn about this world- but decided not to as he was pretty sure they knew the time.

So he began to walk around the Academy, exploring his surroundings as he was using his Scroll like a GPS, considering it came with a map of the school, ensuring he wouldn't get lost.

But he remembers his habit of being late to class daily when he first got his powers due to stopping a crime in progress on the way to school and chuckled sheepishly.

At least this place didn't know it, so he shouldn't have a reputation like that.

"Ah, here we go." Spider-Man realized he arrived at the first class of the day Grimm Studies, it was being taught by a Peter Port.

This is something he definitely needs to learn if he was to survive in this world.

Entering the room and seeing that he was early, he saw a slightly overweight middle-aged man who was possibly in his mid-forties wearing a double breasted burgundy suit, sporting gray hair and a gray mustache.

The man looked towards the door as it opened. "Ah you must by Spider-Man," He greeted in a jovial tone. "Professor Ozpin told me about you."

"How much?" Spidey asked a bit cautiously.

"Only that you have a great share of adventures to share if you want," Professor Port said showing keen interest. "And Professor Oobleck has shown great interest in learning about your world in comparison to ours."

Pausing to check his scroll, Spider-Man saw that Oobleck was the History teacher showing why he would be interested besides the obvious. "I may have a few stories." Spider-Man said with a shrug as there was something about this guy that made him smile.

* * *

"So here I was in a hostage situation," Spider-Man was in the middle of telling him one of his funniest moments as Spider-Man. "There were four gunmen with a lot of civilians on the ground threatening to shoot if they saw a single officer nearby."

"Cowardly." Professor Port said in disdain at that.

"Very, so naturally I was on the wall before I gasped loudly, making them look at me while I pointed to the side and said 'Isn't that Charlton Heston?'," Spider-Man had a big grin on his face under his mask. "The four of them actually looked before I snagged their weapons and left them for the police."

Professor Port laughed as his belly moved with his laughter. "Astounding," He said wiping a tear from his eye at the very thought of people falling for such a trick. "But who is this Charlton Heston?"

"He's a famous actor from my world, played a good Moses," Spider-Man explained laughing as he remembered using the same line on the SHIELD Agents that tried to arrest him in his first few months as Spider-Man.

Both times it worked well, despite the fact that the guy died a few years ago sadly enough, which made him really question the intelligence of the thugs he fights.

"That was a very thrilling story, one I hope to top someday, but I think it's time we get ready for class." Professor Port said, especially when students began filing inside of the classroom, all of them were giving Spider-Man weird looks for the mask itself despite some of them recognizing him from the other night. "So please take your seat."

"Got it Teach." Spider-Man gave a lazy salute and walked to an empty seat, sitting down with a sigh.

While he was interested in the idea of learning stuff here, he was mostly just happy that he doesn't have to deal with Flash Thompson and his friend Kenny 'King' Kong, the jocks who always bullied him before he got his powers.

Just thinking about that brought back some memories.

 _ **~Earth Two Years Ago~**_

A Fifteen Year Old Peter Parker was walking by himself through the hallway, looking extremely different.

Instead of being lean and muscular, he was a skinny teenager with a wimpy demeanor and taped glasses to cover his extremely bad eyesight.

"Scuse me," Peter muttered trying to get through before his eyes widened when he felt a huge kick oh his back and was sent falling down, the books he were holding sent flying. "Whoa!"

"Gooooal!" An extremely huge guy with no hair, wearing a green shirt shouted as he was the one behind the kick while a blonde jock in a letterman jacket snickered next to him. "Ten points top."

Flash Thompson, the blond snickered. "Ten? I'd say that was a six, Kong."

Peter pushed himself up and glared at his tormentors causing Flash to laugh.

"Ooh Puny Parker is angry whatever shall I do?" Flash asked busting a gut. "What are you going to do, write a science formula to teach me a lesson?"

Peter gritted his teeth trying to push his rage down as he knew that responding would just make it worse. These guys got worse since Eddie graduated.

"So did you do it?" Flash asked holding out his hand as Peter looked away. "You know I need my homework."

"I didn't have time-." Peter tried to lie before Kong snatched his back pack. "Hey-."

He tried to reach for it, but Flash just pushed him down easily.

"Yet you had time to do yours?" Flash asked with a smirk. "I think I'll take it, thanks friend."

"Thompson! Kong!" Both boys froze as one of the school teachers came out with a glare. "What do you think you're doing?"

"Just horsing around with our friend." Flash said pulling Peter up looking like he had him in a friendly headlock, squeezing a bit tightly to prevent Peter from ratting them out.

"Sounded like bullying to me," The teacher said giving them a glare as they both just let go and walked off before the teacher looked at Peter. "Parker don't let those guys pick on you like that, come to me if that happens again."

"Yes sir." Peter said dejectedly knowing that if he did it would make it worse as he would be labeled a snitch.

The Teacher gave a nod and walked off to prepare for his next class as someone else came by. "You alright Pete?" It was a teen with reddish brown hair, wearing a green vest over a white shirt.

"I'm fine." Peter said smiling at Harry Osborn, his best friend. "Just Flash being Flash."

Harry frowned as he knew Peter was lying but he didn't want to push. "Come on when are you going to learn to stay out of their way?"

"Tch right, silly me for walking down the hall, whatever was I thinking?" Peter asked sarcastically as Harry winced.

"Not what I meant," Harry muttered before rubbing his head as his phone beeped showing a message from his Dad. "Oh man, I need to go, hey I'll see you tonight to help with the studying."

"Toni-Harry wait I have-," Peter tried to stop him but Harry was already gone so he finished lamely. "Plans."

Peter sighed already knowing that he had to cancel his plans for that night, but he didn't mind because he knew Harry was in a bit of a hurry to hear him.

* * *

Peter looked a bit worse for wear leaving school as he was held back after class and told off by the teacher for being too lazy to do his homework despite the fact that Flash took it from him.

"Hey Peter." Another voice caused him to perk up as he nearly stumbled as a blonde haired girl caught up to him wearing an orange hoodie with glasses covering her blue eyes. "You walking home?"

"Uh-ye-I yes." Peter said his mind shutting down a bit as he looked at one of his other best friends Gwen Stacy who he's had a crush on for the last year or so. "You want to walk with?"

Gwen smiled causing Peter to look away shyly. "Well since you're offering Mr. Parker." She said as Peter internally cheered and they began to walk. "You excited about the trip to Oscorp tomorrow?"

"I am, I mean I know that Harry is looking forward to it a lot more than I am, but I am excited to see all of the new stuff that Oscorp will be showing." Peter said his geekiness showing as he imagined the technological marvel that will be showing at Oscorp.

"Well you know why Harry is looking forward to it." Gwen pointed out as Peter gave a nod.

"Yeah he rarely sees his father enough as it is considering he's the CEO." Peter said already knowing that Harry wanted to spend time with his father but the man put his job first above all else.

Gwen nodded as they went silent and Peter snuck some glances at Gwen as she idly brushed a strand of hair behind her ear.

' _Alright Parker just do it._ ' Peter told himself wanting to ask her out. ' _You can do it._ '

"Hey Gwen," Peter began his throat a bit dry, now more nervous as Gwen looked his way. "I was thinking after the Field Trip do you want-."

He never got the chance to finish as a Football slammed into his back, sending him on the ground in pain.

"Nice catch, Puny Parker!" Flash taunted as he and Kong were walking by.

"Leave him alone." Gwen snapped glaring at Flash causing him to grin.

"What's the matter, not man enough to defend yourself so you have to rely on your girlfriend?" Flash asked causing Peter's face to go red in a mixture of rage and embarrassment. "Wow and I thought you were a wimp before."

Peter was shaking now.

"Ooh look's like Parker is about to pull a Carrie." Kong teased as they walked by laughing.

Peter just stood up and grabbed the football, throwing it at them, but the aim was way off, hitting a mailbox instead.

"Nice aim." Flash taunted as they left.

"Peter don't let them get to you." Gwen said glaring at them.

"I-I know." Peter said but deep down he was angry.

He wanted them to pay.

One day he'll show them.

* * *

That night he was reading a book as two elderly people were near him at the dinner table.

"S.A.D" The elderly woman with gray hair wearing a pink shirt said causing the elderly man whose gray hair was pulled into a ponytail wearing a buttoned up shirt to look up in surprise.

"What?"

"Social Anxiety Disorder." The Woman elaborated.

Now the elderly man was even more confused. "What?" He repeated wondering what she was talking about.

"Social Anxiety Disorder." The woman repeated looking at Peter as the man got what she was saying.

"Will you leave the kid alone, May?" He asked his wife as Mayday Parker rolled her eyes.

"I think it's worth investigating." May said looking at the man who smirked.

"Then leave me alone." He joked earning an a look from his wife.

"Ben, don't you worry about our little Peter?" May asked as Peter could hear them despite reading his book.

"No," Ben said simply taking a bite out of dinner. "No I don't, Peter is a smart and resourceful kid."

Peter hid a smile at how his Uncle Ben said that.

"But he's so quiet, he used to be full of energy." May pointed out.

Ben smiled. "He's thinking," He said to her. "Peter turned from a happy child to a contemplative young man."

May chuckled. "Like his Father was."

Peter tensed at that.

"That's right." Ben agreed as May looked at Peter who reached over for his glass of milk while reading.

"Peter?" May asked as Peter purposely ignored her in favor of his book. "Peter? … Peter!"

"What's up?" Peter asked looking up, hiding his annoyance with a grin as May had a resigned look.

"What did we say about reading at the dinner table?" May asked as Peter's grin got bigger.

"Did we say we liked it?" Ben chuckled at Peter's quick wit while May looked mildly amused.

"You know what, I'm going to look up this Social Anxiety Disorder on the web." May said leaving the room as Ben gave a nod.

"That's a good idea, May," He said before looking at Peter with a grin. "That should keep her busy for hours."

"I heard that!" May called in causing both Ben and Peter to bust out laughing.

* * *

"I don't think I'll ever get used to how many science stuff you have down here," Harry said in the Parker Basement that night as he was spending the night now. "I swear you have more than Dad does."

"I'll take that as a compliment," Peter said a few formula's on the board while a chemistry set was nearby and he was working on a few things. "At least I don't have to worry about Flash here."

"Right," Harry rubbed the back of his head before Peter sighed.

"Harry I know that you don't have a problem with him considering you're on the Football team," Peter said looking at him. "And I don't mind doing your homework for you-."

"Peter you are never doing my homework." Harry said a little insulted by that as he always tried to do his. "I only ask for you to help me with it."

"Yeah, well can't you just get those jerkhole teammates of yours to back off?" Peter asked, annoyance on his tone.

"I've tried," Harry admitted with a sigh. "But they won't listen, I'm afraid you might just have to roll it off."

The chalk Peter was using on the chalkboard broke when he heard that and he turned to give Harry a look of disbelief. "Roll it off?!" He asked making sure he heard correctly.

"Pete listen, we only have four years of High School and you are a smart guy, heck I think you might be as smart as the Infamous Reed Richards," Harry said referring to one of the top ten smartest men in the world. "Once you graduate you'll fly through college and slap together one of those famous companies and be rich while Flash is working on changing tires at an auto shop, people like him peaked years ago."

"Tch, yeah but that doesn't exactly help me now." Peter said with a frown as Harry shrugged. ' _Some help._ '

But he went quiet as both he and Harry just worked on their homework.

* * *

The next day, Peter was standing near Harry and Gwen looking around the inner halls of Oscorp, a huge grin on his face as they were seeing genetic research and radioactive rays in the works.

"This is amazing," Peter said looking like a kid in a candy shop while both Harry and Gwen looked amused, but they were smiling as Peter was rarely happy around them these days. "Harry do you think I might be able to get a job here?"

"Up to my Dad." Harry said with a smile as he knew that his Dad might accept Peter due to how smart he was.

The tour guide was leading them through the genetic research wing right now as she began to drone on about the history of Oscorp.

"And right here we have our genetically altered spiders." The Tour Guide said a case showing different ones. "All fifteen of them have been altered in ways to expand on evolution-."

"There's fourteen." Gwen said surprising the tour guide who looked surprised.

"What?" She asked looking to see one case empty. "It must've been moved for research."

"Hey, is it alright if I can take a picture?" Peter asked holding a camera up as he wanted to burn this in his memory forever.

The tour guide gave him a stern look before relenting. "Only what I tell you to." She said as some of this stuff was too valuable to have anything taken out of this building, including pictures.

Peter gave a nod, respecting that, none of them noticed that they were underneath a spider web as one began to crawl down on a web, landing on Peter's backpack.

As they continued, Peter had to leave to use the bathroom but while he was in there, he paused as he felt something on his hand and he looked down in time to see a spider bite him.

"Ow," Peter slapped his hand, killing the spider but the damage was done as he was feeling a little light-headed. "Ugh."

Stumbling, Peter decided to get some fresh air and made it outside, his vision swimming.

' _Oh man, that was a poisonous spider wasn't it?_ ' Peter thought attempting to get help, not noticing he was on the street now before a weird tingling sensation came through his head at the same time a horn blared.

Spinning around, Peter's eyes widened as a car was about to slam into him.

Despite knowing he wouldn't be able to move in time, Peter attempted to jump, and somehow he jumped high into the air, actually latching to the side of a nearby building. "W-What?" Peter asked in surprise.

Mutters could be heard as Peter saw people looking at him and he quickly moved up the building before they saw his face.

Reaching over to grab a metal pipe to pull himself up, Peter was shocked to see that it crumpled in his hand as easy as paper.

"What is this?" Peter asked out loud.

 _ **~Remnant Present Time~**_

As more students began filing in, Spider-Man came out of his memories and looked at the door, one of his lenses raised.

Weren't the others supposed to be here by now? Or do they have different classes?

' _And I know they didn't sleep in if Ruby's whistle blowing was any indication._ ' Spider-Man thought before he heard the sound of a stampede and both members of Team RWBY and JNPR burst through the door, looking extremely panicked, sighing in relief as they beat the bell.

"Wow, for once I'm the early one." Spider-Man joked, laughing a bit. "What took you guys so long."

"Uh we lost track of time." Jaune replied panting as he took a seat near Spider-Man, his team following him while Team RWBY sat in the first row. "When did you get here?"

"I got here with enough time to get to know our teacher." Spidey answered the young huntsman.

"Monsters, Demons. Prowlers of the Night." Professor Port began his lesson causing the two to quiet down. "Yes, the Creatures of Grimm have many names, but I merely refer to them as Prey. Ha-ha!"

Spider-Man grimaced under his mask as even he thought that joke was bad while everyone was just quiet.

Professor Port looked a little down that his joke didn't get a few laughs before he composed himself. "And you shall too upon graduating this prestigious academy," He walked around the room, the students eyes following him. "Now as I was saying, Vale-as well as the other three kingdoms-are safe havens in an otherwise treacherous world. Our planet is absolutely teeming with creatures that would love nothing more than to tear you to pieces."

' _And there aren't anyone like the Avengers or the Defenders here to protect people._ ' Spider-Man thought a little off.

This world sounds like it was in desperate need of a hero and soon if things were as bad as what he's seen so far.

' _But is it really my responsibility?_ ' Spider-Man tuned out the rest of what Prof. Port said, missing how he playfully made a flirting click at Yang as a joke that was probably not a good idea. ' _I mean, yeah I made a vow to not turn my back on anyone after what happened to Uncle Ben, but this isn't my world and my responsibility is to Aunt May and the Avengers._ '

His main worry was to find the six and make it back home… However can he really leave this world in good conscience as it is?

"Ayyyy Up!" That snapped Spider-Man out of his thoughts as he, along with everyone else turned towards the individual who said that, said person slowly sat down.

' _What did I miss?_ ' Spidey thought in bewilderment.

"That is what you're training to become," Professor Port said taking that remark from that one student in stride. "But first a story of a young, handsome man... Me."

Spider-Man had an incredulous look underneath his mask as Professor Port began telling a story about his youth despite how he barely looked to be in his forties, possibly thirties.

And for some odd reason cabbages were involved.

But as he listened, when it got to a part about Grimm, Spidey had to admit while it sounded like a man missing his youth it was actually sharing his experience as a Huntsman, showing what he learned in them and how to fight Grimm effectively.

' _Interesting way of teaching._ ' Spider-Man thought before hearing snickering so he peeked over to where Team RWBY were sitting in front and saw Ruby with a piece of paper that had a drawn picture of Port, only the name was Professor Poop.

Blake looked amused while Yang was snickering, trying not to bang a fist on the table.

Weiss however didn't look amused at all.

Spider-Man barely stopped a chuckle himself as while he did respect Prof. Port from what he's seen so far he couldn't help but find that funny.

Jaune raised a brow at his snickering before looking and barely covered his mouth to hide a laugh, Ren was writing as he turned a page in his notebook, the page itself going over a sleeping Nora's head and Pyrrha paid attention immensely.

An abrupt cough caused everyone to tense as Prof. Port looked over to Team RWBY's side, Spidey wasn't sure if he saw the drawing or not, but the man continued with his lesson.

Despite listening to the man speak, Spider-Man was writing down some formulas in the notebook part of the scroll as he didn't have any paper.

The formulas were the ingredients he would need for his web fluid and some backup substitutes if some of the ingredients didn't exist in this universe for some reason. He was also writing new ones to change the density of some of the webbing.

'Maybe once I learn about this Dust I can look into adding them into my formulas to see what they do to my webbing?' Spidey thought with a grin under his mask at the numerous possibilities that were making him nearly shake in anticipation considering before he got his powers he was a science nerd.

"The moral of this story? A true Huntsman must be honorable," Prof. Port said causing Spidey to look up only to stare as Ruby seemed to be holding a pencil on the tip of her finger with a book on top and an apple she got from who knows where on the book in the air in perfect balance, all while making a silly face.

As someone who has perfect balance all the time because of his abilities, Spidey couldn't help but be impressed by the amount of balance in that act as silly as it looked.

He was also wondering how Prof. Port didn't seem to see it before seeing Weiss looking angry at how Ruby was acting.

"A true Huntsman must be dependable," Prof. Port continued as Ruby was now asleep despite how she was wide awake a second ago now confusing Spidey before shaking his head as he's seen weirder. "A true Huntsman must be strategic, well-educated and wise."

"Wow, that fits Cap to a T." Spider-Man commented causing Prof. Port to gain an idea with Weiss looking ready to explode.

"Spider-Man thank you for volunteering."

"Volu-wait what?" Spider-Man asked looking to see everyone was now looking at him. "What did I volunteer for?!"

"From what Ozpin told me and the story you shared earlier, you fit those qualities quite well." Prof. Port said causing Spider-Man to give a hesitant nod as he wasn't sure where the Professor was going with this. "Step forward and face your opponent."

As the Professor said that, the desk moved before a cage was shown to be rising from beneath the floor as growls emanated from it.

"Hold up, you have a Grimm inside of the school in a class full of students?" Spider-Man asked a bit baffled by the sheer danger of that situation and his spider-sense wasn't helping matters at all.

"Worry not Spider-Man, every student here is a trained warrior capable of handling a Grimm, especially one as weak as this one." Prof. Port said.

Spidey swore he heard Jaune next to him gulp a bit nervously, but he sighed.

"Oh what the heck." Spider-Man kicked up, jumping over the other desks, his uniform becoming his costume again, now earning looks of disbelief for what just happened as he landed on the floor across from the cage. "Bring it on, Teach!"

"Haha, lets hope you can back up your confidence." Prof. Port joked, already knowing he could from watching the Initiation video, picking up his rifle-axe weapon.

Weiss had her arms crossed in annoyance, still not liking Spider-Man with his childish behavior being just as bad, if not worse than Ruby's as she doesn't think he has any of those qualities.

Heck at least Ruby has an excuse with her age, Spider-Man here however was the same age as the other students and he was the most immature one.

But her 'teammates' didn't share her thoughts.

"Go Spidey!" Yang called out excited to see a fight.

Blake had her book down. "Fight well." She said to him.

"Yeah, kick some butt!" Ruby cheered wanting to see the superhero in action as during Initiation she was too focused on survival and didn't see all that he could do.

All three of them looked at Weiss, who just glared. "Don't drag me into this." She said frostily.

"Break their legs!" Nora yelled from her seat wishing she was down there while Ren just silently watched.

Jaune wasn't sure what to say but he was hoping that nothing bad would happen while at the same time wanting to see the superhero in action, much like Ruby.

Pyrrha had a relieved look that she wasn't called down there to fight because of her champion status and had to admit she was eager to see how their Manager would do by himself.

"Alright, let the match begin." Prof. Port sliced the cage open to show a pig-like Grimm with boneplate armor and huge mammoth-like tusks walking out, focusing solely on Spider-Man.

"A Boarbatusk?" Spider-Man asked as he did read up on the Grimm the other night. ' _Alright, they used the Spin Dash they stole from Sonic, their armor is practically impenetrable except for the stomach._ '

"Don't kill it immediately." Prof. Port said interrupting Spider-Man's quick-thinking. "This might be a test against a Grimm, but it's also a lesson to the students."

' _This guy must be very sure of himself if he's fine with this thing being in a classroom of students._ ' Spider-Man thought before his spider-sense went off as the Boarbatusk began to do the spin dash.

"Any relation to a Sonic the Hedgehog?" Spidey asked jumping over the Boarbatusk, pretending it could understand him. "If not I'm pretty sure he and all of Sega will sue you for that one."

The Boarbatusk just did a U-turn to hit him while he was about to land, but Spidey shot a web-line pulling himself to the side, with it missing him.

"Ole!" Spidey said in a dramatic fashion as if he just tricked a bull. "I should do Bullfighting after this."

"See how the Boarbatusk moves?" Prof. Port continued to teach the class as Spider-Man was keeping the Boarbatusk focused on him solely, the class paying more attention to the comedy act going on there.

Spider-Man made a show of yawning as he yet again dodged it.

"He's not even taking this seriously." Weiss said, the annoyance obvious in her tone.

"Hang in there, Spidey!" Ruby called out.

"Okay I'm getting bored." Spidey said a mocking sigh escaping from him before he actually caught the spinning Boarbatusk with his bare hands, not even making a sound as the suit didn't tear from the impact and he began to lift the Boarbatusk in the air with kinda enjoying the gobsmacked looks he was receiving that weren't from Teams RWBY or JNPR.

But he was kind of hoping that Port would be done soon so he wouldn't have to worry about the Boarbatusk going wild in the classroom.

This kind of reminded him of his earlier days as Spider-Man.

 _ **~Earth Two Years Ago~**_

It's only been a few days since Peter has been bit by the Spider and he was feeling great.

He no longer needed glasses, he even had a six pack somehow from the spider bite.

"I love that spider!" Peter cheered jumping from rooftop to rooftop feeling free with a carefree laugh before he came across a billboard in front of the local mall.

'Three Grand for whoever can take down the Crusher.'

"Isn't the Crusher a wrestler?" Peter asked in surprise before grinning as an idea overcame him.

* * *

The next day, he arrived at the mall, in red shirt that had a hastily sewn spider on it, blue pants, black gloves and a red makeshift mask with a hole across the top for him to see out of.

"Sign me up." Peter said as it was his turn to get ready for the crusher.

The attendant just smirked. "Sorry kid but we only take professionals." She said not fooled as she heard his voice.

"I'm not leaving." Peter said crossing his arms. "Sign me up."

The attendant just raised a brow before shrugging. "Your funeral."

A few minutes later, Peter could hear a man on the microphone as yet another person who attempted to get the cash got a trip to the hospital.

"Now put your hands together for our next contestant," The announcer said before looking at Peter. "What's your name."

"The Human Spider."

The Announcer lowered his shades in disbelief. "Seriously that's the best you have? That sucks!"

"Hey!" Peter snapped but the man continued.

"Get ready for the deadly, the terrifying," The Announcer said as lights shined on Peter. "The Amazing Spider-Man!"

Peter blinked before nodding as that sounded a lot better before he made it to the ring, people making bets on how quickly this shrimp will get knocked out.

"Tch, a kid? Tell you what I'll go easy on you and you stay down." Crusher snarked with an arrogant grin.

"Kid? That's not what your wife said." Peter quipped enjoying seeing the man's eyes widened.

"Okay no mercy." Crusher said running to take him down for that remark.

But Peter just ducked and grabbed his arm, throwing him into the ground, surprising everyone.

"That's what I was thinking." Peter said enjoying this.

He was actually dominating a fight, this was great!

Crusher groggily pushed himself up only for Peter to punch his lights out, knocking him out.

"I'll take my money now." Peter said flippantly to the shocked announcer.

That shook the man out of his shock. "Our new Champion, Spider-Man!" He shouted lifting Peter's arm up as the crowd began to chant his name.

"Spider-Man! Spider-Man! Spider-Man!" Peter couldn't keep the grin off his face and it grew bigger as he saw Flash and Kong in the crowd also chanting his name.

Oh if they knew it was 'Puny Parker' they would be shocked and that piece of info made this much, much sweeter.

* * *

Peter hummed to himself as he was leaving the three grand in his bag, now dressed normally and happy as he never had this much money before in his life-.

"Thief!" Peter paused looking over as an elderly security guard was chasing a man with dirty blonde hair who had a bag of cash. "Stop that guy!"

Peter tilted his head before stepping to the side, letting the guy get away.

"Thanks." He heard the guy whisper as the security guard had to stop to catch his breath, a little too old to do this.

"The hell is the matter with you?!" The Guard asked glaring at Peter. "All you had to do was trip him and he could've been eating pavement."

"Sorry but it's not my job, I'm just looking out for number one." Peter said not caring what he thought. "If you can't catch him that's your fault, not mine."

"Why I oughta run you in." The guard threatened as Peter laughed.

"Good luck with that, I didn't do anything wrong and I have places to be." Peter said a bit high on the power he has.

He could do anything now and no one can stop him.

The only people he cared for were his Aunt, Uncle, Harry and Gwen

The rest of the world could burn for all he cared.

 _ **~Remnant Present Time~**_

"A bold approach, I like it," Prof. Port said bringing Spidey back to the present. "Okay now you can kill it."

On hearing that, Spidey hesitated a bit, sure he's already killed a few of these Grimm, especially since they have no soul.

But to be told to kill something like that-even if it didn't have a soul, just didn't set right with him. The only time he killed the other Grimm were in self-defense in order to keep the others safe.

So instead he threw the Boarbatusk into the air and began to cover it in a web cocoon to where it was struggling before it landed on the ground.

"Nah, I'm good." Spidey said pushing the Boarbatusk back into the cage.

That surprised everyone in the room considering none of them would hesitate to kill the Grimm while Prof. Port raised a brow before shrugging, deciding he could use the Boarbatusk for another class.

That was when the bell rang as Spidey quickly shifted back to the uniform.

"Okay, how are you doing that?" Jaune asked with a weird look, him and his team approaching him, while Team RWBY were talking with each other.

"Unstable Molecule and Omni-harmonic mesh suit," Spider-Man answered with a shrug. "Courtesy of Reed Richards and Tony Stark. Really cuts down on the changing time in emergencies."

"That was awesome," Nora said looking happy at seeing the fight. "You kept dodging that Grimm before you actually lifted it above your head! Do you have super-strength?"

"That's one of my abilities." Spider-Man said chuckling a bit nervously.

He was still getting used to the fact that these guys didn't seem to think of him as a menace. Heck they would have to be the first people he's teamed up with in a fight without fighting each other-well unless you count Captain America.

"You showed a lot of skill in that fight." Pyrrha commented knowing that Spider-Man looked like he wasn't even trying and while she was confident in her abilities, she was wondering how she would do against him.

Ren gave a nod, although he saw something in that fight.

Spider-Man showed no technique in his moves, if anything his attacks just seemed like random kick and punches to him.

But they were effective and Spider-Man was able to effectively fight using his reflexes.

"Weiss!" Ruby's voice caused them to look over to see Weiss Schnee walk out of the room, looking very annoyed with Ruby followed her.

"What's with her?" Jaune asked in confusion while Spider-Man tilted his head before deciding to find out as he activated the camouflage in his suit, turning invisible as the rest of Team JNPR looked surprised by him disappearing, Jaune turned only to see him gone causing him to jump and look around. "Where did he go?"

* * *

It didn't take long for Spider-Man to catch up as he was upside down, crawling on the wall invisible.

"Weiss." Ruby called out causing the Ice Queen to turn and glare.

"What?"

"What's wrong with you? Why are you being so-." Ruby began right before Weiss interrupted her.

"What's wrong with me?! What's wrong with you?!" Weiss snapped her patience at wits end with both her childish behavior and how Spider-Man acts. "You're supposed to be a leader, but all you are so far was a nuisance."

Ruby looked a bit insulted. "What did I do?"

"That's just it, you've done nothing to earn your position," Weiss snapped causing Ruby to take a step back. "In the forest you've acted like a child and you've continued to act like one."

"Weiss, where is this coming from?" Ruby asked a bit hurt by that. "What happened to all that talk about working together? I thought you believed in acting like a team."

"Not a team, led by you," Weiss said to her. "I've studied and trained. And quite frankly I deserve better."

With that, Weiss turned to walk off and Ruby reached out to say something.

"Ozpin made a mistake." Weiss said stopping Ruby in place as she now looked hurt by that as Weiss walked away.

' _Yeesh, that was harsh._ ' Spidey thought feeling sorry for Ruby at seeing that.

He remembered getting yelled like that by Carol Danvers when they first met as the woman didn't think he took anything seriously and his joking didn't help with that image.

"Now that didn't seem to go very well." Spider-Man looked down in surprise to see Ozpin talking to Ruby.

On seeing that, Spider-Man looked to where Weiss walked off and ran upside down on the ceiling to catch up.

There was also another reason he wanted to talk with Weiss.

Hearing her dismiss Ruby like that reminded him of the time he acted the same way with his Uncle Ben.

 _ **~Earth Two Years Ago~**_

Peter Parker had his arms crossed a frown on his face as he was sitting on a park bench as Uncle Ben smiled kindly at Peter.

"Peter... You've changed," Benjamin Parker said as Peter looked away. "Do you want to talk about it?"

"No." Peter said angrily.

Ben gave him a stern glare despite his kind smile. "Peter you broke that boys arm, you've never lashed out like that before."

Earlier that day Flash tried to do something so Peter fought back for once with his new powers, messed with him before accidentally breaking his arm in the process.

"Well maybe I got tired of being pushed around," Peter snapped back glaring at him. "Flash picked on me since Pre-K, so I just-."

"Just what? Stooped to his level?" Ben interrupted disappointment in his tone as Peter winced, hating to hear that tone. "Did it feel good? Are you proud of that?"

Peter didn't answer as despite the rush of joy he felt at fighting back, he had some guilt from breaking the arm, something he didn't mean to do.

"Peter you're just going through a hard time," Ben said with a smile. "You are changing to become a man that you're going to be for the rest of your life, your choices will define you, that's why I want you to think about what you do. Now remember, I went through the same thing you have at your age."

"Trust me, it's something extremely different," Peter muttered knowing that his Uncle didn't know about his new abilities.

"Every kid says that," Ben said with a chuckle at him. "You know your Father always had a saying."

Peter tensed not wanting to hear about his Father now.

He was always compared to him, no matter what he did.

"If you have the power to do something, you must also consider the responsibility for it," Ben said with a smile. "I like to think he meant that With Great Power, comes Great Responsibility."

Peter was shaking as his Uncle continued to speak.

"Now I know I'm not your Father-." Ben continued but Peter finally snapped, all of the anger he's held in all of his life reaching the breaking point.

" **THEN STOP!** " He shouted glaring at his surprised Uncle. "Stop pretending to be! I'm sick of it! Sick of being weak! Being picked on!"

"Peter-." Ben tried to say but Peter continued.

"No, I'm not going to take anything else lying down! If Flash even thinks about continuing to mess with me I'll break the other arm!" Peter snapped not thinking about what he was saying in his anger. "I don't have to take anymore crap now!"

Now Ben was really concerned as Peter was never this angry. "Peter your father wouldn't want-." He tried, but Peter interrupted him again.

"Well sorry that I'm not him, also if he was so smart then where the fuck is he?!" Peter shouted before he turned tail and ran off, despite Ben calling out to him.

"Peter, please snap out of it." Ben whispered as his Nephew easily got out of sight. "This isn't you."

 _ **~Remnant Present Time~**_

Spider-Man was pulled from his memories as he saw Weiss looking out over a balcony.

"Well that went well." Spidey said dropping the camouflage.

Weiss scowled at his voice. "I see that you don't mind other people's business." She said not even turning.

Spider-Man rubbed the back of his head. "Yeah, I get that a lot from some of the other heroes," Spidey commented, ignoring Weiss's scoff of disbelief showing that she still didn't believe his story of being from an alternate dimension. "But I can also listen if you need to vent."

Weiss gave him a glare, still not liking him. "You wouldn't understand."

"Try me." Spidey quipped making her grit her teeth.

"I think I should've been made leader." Weiss said not caring what he thought about it. "Ruby is nothing more than a child."

"And? Remind me to tell you about the Power Pack," Spider-Man said as those heroes were actually children in their Pre-teens lead by a twelve year old and their youngest member was eight. "Don't you think you were a little hard on her-."

That did it as Weiss was now glaring. "Oh don't you lecture me about that when you're just as bad," She snapped glaring at him for even trying to talk to her about something he doesn't understand. "I don't see how someone like you is our manager when you do nothing but joke around, just because life wasn't hard for you doesn't mean you can act like life is nothing more than a game-."

She stopped when she saw Spider-Man shaking a bit at what she was saying. "That is where you're wrong," He said as there was definitely anger in his tone making her take a step back as hearing the joking tone gone from his voice was a bit intimidating due to hearing nothing but that ever since she met him. "I might make a few jokes now and then, more than what people like, but I know how bad life can get."

Weiss went to say something but Spider-Man continued.

"You've only known Ruby for what, two days? It's way too early for you to just decide like that," Spider-Man said, anger still in his tone. "And if you want my opinion you would make a horrible leader."

"How dare you!" Weiss said glaring at him.

"You're just proving me right with how you reacted, I think you spent your whole life getting exactly what you wanted." Spider-Man said earning a scandalized look.

"That's not even remotely true." Weiss said crossing her arms.

"Oh really?" Spider-Man asked looking at her.

"Okay, not entirely true." Weiss muttered but she was still glaring. "That still doesn't mean you have a right to lecture me."

"Maybe I don't, but you say I don't have a hard life?" Spider-Man asked looking at her. "Are your parents still alive?"

Weiss looked surprised. "Yes?" She asked not getting why he asked that.

"Then you're better off than how I was," Spider-Man said walking off causing her eyes to widen at hearing that. "And you know what, I acted a bit like you just did when I first got my powers only a bit worse, you want to know what happened because of my attitude?"

Weiss was silent as Spider-Man looked at her.

"I lost the one person who I saw as a father because of my selfishness." Spider-Man said now walking away. "You might think you are great and that you are entitled with the power of your name, but with that Great Power you also need to acknowledge the Responsibility that comes with it."

With that said, he left, not knowing that Prof. Port who came up for fresh air was nearby and ended up overhearing the whole conversation.

Weiss looked like she was slapped in the face by what Spider-Man told her as he was already gone.

Spider-Man meanwhile was now back to thinking about that fateful day.

The day he lost everything.

 _ **~Earth Two Years Ago~**_

Peter sighed as he was walking home late at night.

There was nothing but guilt in his heart after everything he said.

"Uncle Ben didn't deserve that." Peter muttered looking down. "He was just worried."

Maybe he should tell his Uncle about his powers?

It's just… He could do so much, do anything with them and yet he didn't know what to do with them.

Looking up as he made it to his street, Peter's eyes widened when he saw cop cars pulled in front of his house.

Wondering what was going on, he ran towards it. "Kid you can't go in here-."

"I live here!" Peter snapped forcing his way through, his strength being a key factor in not being held back before he came to a stop at a horrifying sight.

There on the floor with a puddle of blood was his Uncle a gunshot wound to his chest while Aunt May was crying on the sofa.

"Peter!" May said seeing him as she rushed and pulled him into a hug.

"W-What?" Peter said nothing registering as he saw his uncles body. "What happened?!"

"Easy Peter." The Police Captain who was Gwen's father came over. "I want you to take a deep breath, can you do that?"

Peter slowly nodded, following the order as George Stacy began to explain.

"A burglar broke in here to steal some stuff thinking it was empty and your Uncle ended up surprising him." Captain Stacy explained looking away his eyes closed as the Parker family were good friends of his and he felt like he failed them by not doing his job. "I think you can already guess what happened."

"Captain, we found him." A Police Officer said rushing forward, catching Peter's attention. "The shooter is holed up inside of a warehouse at the docks."

"Make sure he doesn't escape-." Stacy ordered only for Peter to run upstairs despite his Aunt calling for him. "May, I think Peter needs time to digest this."

Unknown to them, Peter left through the window in his room, his clothes thrown off to show that he had his wrestling costume on underneath, now pulling the mask on his eyes burning with unrepressed rage.

The Police can have what's left of this shooter when he's done with him.

* * *

It was easy getting into the warehouse with his abilities as he saw the man in the shadows holding a gun.

The same gun that killed his Uncle.

"Need to get away." The man muttered as Peter paused, something was familiar about that voice but he shook it away.

"There's no getting away!" Peter snarled causing the man to jump and look up to see him on the wall. "Murderer!"

"Shit!" The man fired a shot as Peter easily dodged it. "Get away-."

His plea went unheard as Peter quickly closed the distance, knocking the gun away before grabbing the man by the throat and throwing him across the room right into one of the crates, breaking it in the process.

"How does it feel?!" Peter shouted on the man again about ready to punch him. "To be-be-."

Peter stopped as the man was unconscious from the throw itself and he saw his messy blonde hair.

"No." Peter said in horror, remembering an event.

' _Stop that guy._ '

' _Thanks._ '

' _All you had to do was trip him and he could've been eating pavement._ '

"No it can't be." Peter said wide eyes as he recognized the guy as the crook he let get away. "It can't be you."

The crook he could've stopped.

"If I stopped you I-." Peter backed up, placing his hands on his head. "Uncle Ben would still be alive if I stopped you."

This was all his fault.

Uncle Ben's death was because of him.

 _ **~Remnant Present Time~**_

His selfishness caused the death of his Uncle and it was for that reason that he truly became Spider-Man.

With Great Power comes Great Responsibility.

That motto, was his driving force, the last words of wisdom that Uncle Ben gave him.

And those words he said that day, he could never take back.

Spider-Man held his head low as he walked away.

* * *

It was getting a little late as Peter had his mask off and was putting two different chemicals together as he had a chemistry set in his room courtesy of Ozpin at the moment.

It would take time for the formula to fully form but he wasn't too worried as he still had enough to last him for a few more days.

This took Peter's mind off of what happened earlier as he didn't see any of Team RWBY or JNPR after what happened-.

 _ ***Knock* *Knock***_

Peter looked up in surprise before pulling his mask on and walking over to open the door to show Weiss.

"Hey Spider-Man, can I talk with you?" Weiss asked looking down.

Spider-Man raised a brow before sighing and opening the door further. "If you want to talk it'll have to be in here, I'm kind of in the process of doing something."

Weiss looked confused before seeing the Chemistry Set as Spider-Man walked back over, taking a vial that was over flames off before it would get too hot. "What are you doing?"

"Making more web fluid." Spider-Man said gesturing to his web shooters which were on the table now. "Considering I still have to look for the Six, I need all that I can make at the moment."

Weiss didn't know what to say as she saw that and a notebook with a list of formulas.

This was a bigger surprise than seeing Ruby earlier as she was asleep in the bed with books on leadership and homework.

"So what did you want to talk about?" Spider-Man asked not looking up from the chemicals he was making.

Weiss took a breath. "You were right." She said making Spider-Man pause as he actually put the chemicals down and looked at her. "I was being hasty and selfish when it's only been a day. None of those were the qualities of a leader."

Then she grimaced and looked at him seemingly swallowing her pride.

"I misjudged Ruby and I see that I misjudged you as well."

"You wouldn't be the first I'll tell you that." Spider-Man said with a sigh. "Weiss, I know what I said was harsh, but I think you needed to hear it as well."

Weiss went to speak up but Spider-Man showed he wasn't finished.

"Back home I'm a member of a team called the Avengers and we're all lead by two people, Tony Stark and Steve Rogers." Spider-Man said with a smile. "Now Tony isn't really leadership material like Steve was and on occasion they but heads, not unlike how you and Ruby fought."

Now Weiss looked surprised as she kept quiet.

"But they were also good friends that always had each other backs and I would follow both of them to hell and back." Spider-Man continued now looking at Weiss. "You might not be leader but you are Ruby's partner, someone she should rely on in the thick of trouble to help her, can you at least do that?"

Weiss gave a small nod as Spider-Man seemed to smile underneath his mask.

"That's what makes you a better person than a leader." Spider-Man said before he looked back at the chemistry set. "You should probably get some sleep, we all have class tomorrow."

"Right," Weiss said now seeing Spider-Man in a different light.

He didn't once speak as the Jokerster she thought he was in this conversation but as someone who knows what he's talking about.

When she left, Spider-Man looked at the last bit of webbing that had to settle before attaching his web shooters to his wrist and pulling a small red spider chip out of his belt.

The Spider Tracer as he called it, sends out a radio signal that interacts with his spider-sense allowing for him to find anything he attaches it to.

With that said he placed it underneath his desk before jumping to the open window.

"Time to introduce myself to Vale." Spidey quipped jumping out the window.

* * *

Spider-Man hummed to himself as he swung around Vale, looking around the scenery and taking it in.

'This place seems a lot more peaceful than New York.' Spidey thought landing on the side of the building, seeing no trouble with his patrol before something caught his eyes.

It was a Faunus woman with deer antlers being followed by some big guys and she looked scared, knowing they were there.

Frowning, Spider-Man silently made his way closer as she tried to lose them, but they managed to force her into a dead-end in an alley.

"Well, well look at this animal we have here." One of the thugs mocked as the Faunus woman looked scared but defiant. "Don't you know we have a toll on our street?"

His friend chuckled. "But of course if you don't have money we can work something out."

Now Spider-Man frown was replaced with a look of anger as he got a pretty good idea what was about to happen and from how tense the woman looked, so did she.

"How about I work something out with you." Spidey called out making his presence known as all three looked up.

"The hell?!" One of the thugs shouted pulling a pistol out, but Spider-Man shot a strand of webbing, covering it so it wouldn't fire.

"If you can't play nice, you don't get to keep your toys." Spider-Man mocked jumping down, lightly kicking the thug into a dumpster. "Hasn't anyone ever told you to treat a lady with respect?"

He didn't even look as he blocked a punch from the other guy, before spinning around, tossing him into the wall where he shot webbing.

"How rude, I'm talking here." Spidey mocked as the first guy got up and pulled a knife out of his pocket. "Really?"

"Shut up you freak!" The man ran at him, but Spider-Man just jumped over him and webbed his feet to the ground.

"Do you kiss our mother with that mouth?" Spider-Man mocked, adding more webbing leaving the guy there before looking at the Faunus woman who now tensed. "You alright ma'am?"

Surprised by the turn of events, she nodded.

"Good, would you mind calling the police on them? I don't have a phone on me." Spidey joked doing a backflip, landing on the wall. "Just be careful going home."

"W-Wait!" The woman called out making him pause. "Who are you?"

Spider-Man smiled as it's been awhile since he's done this. "I'm just your Friendly Neighborhood Spider-Man." He said before shooting a web line and disappearing into the night.

 **To Be Continued…**

 **Sorry for the late update but I had a lot of fun typing this chapter and I really hope everyone enjoyed reading it. So the episode with Weiss lashing out on Ruby on their first day is done and she not only see's the Red Reaper in a new light but the Web Head as well. I hope to have a moment like that with every member of Team RWBY and JNPR for Spidey in this story.**

 **Not only that but you also saw the Avengers talking in the beginning and yes time is moving almost at the same speed as on Remnant, just a little slower.**

 **But good lord, longest chapter yet, I can't believe I typed this much.**

 **Now let me answer some Reviews so I can post this.**

 **Death of Snipers: 1. That is a pretty good point, just because he isn't a Faunus doesn't mean people won't assume. 2. Who said anything about them being useless? Even a single piece can grant terrifying power as proven by the boss battles in Shattered Dimensions. 3. In a way, but he is still extremely durable. He did tank a Grenade to the face once.**

 **Lambertjohnathon63: Thank you, it's fun to type all of the chapters so far, even if this one took the longest. I still can't believe I typed one this long. Hopefully you along with everyone else enjoyed this one as it showed his origins along with going through Beacon.**

 **Duskrider: Agreed, he always got the short end of the stick-at least until now considering he owns his own company at the moment, I haven't really read the last few since then though. But anyways, Spider-Man will always be a good hero because of how he doesn't give up.**

 **DocSlendy: Haha, I hope you enjoyed it.**

 **Mario986: In a way yes, it'll be mentioned eventually.**

 **Oreo Knight: Haha yeah, everyone saw how strange Spider-Man was compared to them, although none of them considered that he doesn't have any Aura yet, won't it be a shock when they realize it? Ah yes, Weiss I hope you enjoyed how I had her in this chapter with finding out there was more to Spidey than the jokes, and she won't be the only one as I'll try to have moments like that with the other members of both RWBY and JNPR. Eventually Ozpin will tell Spidey about the Maidens, but at the moment he's keeping quiet about them until he's absolutely sure he can trust the web head with that info.**

 **Croniklerx: Ahehe, sorry about that hopefully this one showed better grammar. Yeah I figured at the point Spidey is at his life, he wouldn't care about keeping it a secret that he's from another universe, especially when he has other stuff to worry about. There is a Shattered Dimensions plot line but the main kicker will be the finale which I already have planned. Plus I figured that having him as a manager would be fun to do. And sorry but Peter will eventually have his Aura unlocked as he will need the upgrade later on, but not for awhile. And sorry about overusing 'as' I never noticed that, I'll try to work on that.**

 **Raphael. zalsos: Oh don't worry, every bad guy will show how dangerous they truly are and Mysterio is one of them.**

 **Revan. Shepard: Thank you, now as for Spider-Man having a tough life, I hope you enjoyed what was shown so far and it's only the tip of the iceberg for Spider-Man having a hard life as there's a lot I haven't mentioned yet, so yeah it was a bit of a humbling experience for Weiss. Now you're right he would relate to everyone in a certain way.**

 **Guest2: I can see where you're getting at but he kind of is considering he has the ability to take over on a mission with them if Ruby or Jaune are having trouble, not that he would without good reason of course. So I figured Manager would work better.**

 **Gamelover41592: Thank you and sorry for the delay.**

 **Guest3: Here you go.**

 **Next time on Spider of Remnant.**

"Well isn't this a surprise?" A loathing voice spoke up as Thor walked into a room with a frown. "To what do I owe the pleasure of this visit, Odinson."

Thor frowned at the being who walked out of the shadows dressed in gold and green armor, with a helmet that had two long horns on it. "Loki, I require thy aid."

Loki the God of Mischief and enemy of the Avengers just laughed at the audacity of his step-brother. "You really think I'll help you with anything Odinson?" He asked sneering at the God of Thunder. "You must've suffered more blows to the head than I thought."

"Not me, but someone you owe a debt too, lest thou hath forgotten who saved your mortal daughter." Thor said causing Loki to go quiet.


	5. Chapter 5: The Hunt Begins Part 1

_**Had to reupload this due to some issues. Hopefully itbworks this time.**_

 _ **Chapter 05: The Hunt Begins Part 1**_

Black Panther inspected the ground where the Sinister Six and Spider-Man fought on one knee, carefully tracing a finger on it, his eyes giving a slight glow-showing that he was scanning the footprints and mystical energy on the ground.

Above him, Iron Man was doing practically the same thing, only on a much bigger scale with the whole area, using Jarvis to do the scanning while keeping an eye out for anything out of the ordinary.

"Come on, at least let there be a clue." Iron Man muttered looking around.

He would go with anything that would point to where the Web Head ended up.

Captain America however was doing his part by asking anyone who passes by what happened, some of them he recognized from the video as they were nearby, doing his own work on gathering information.

"So what are the Avengers doing investigating this?" A random person asked after Cap got someone who explained it all happened from their view, just like in the video. "I mean don't you guys leave the street criminals alone?"

There was a hint of distaste in that tone that Cap knew all too well, but he ignored it to answer. "Spider-Man is an Avenger and that makes this Avenger business," He said turning as Iron Man called his name. "Thank you for your time."

Whispers broke out at that news as despite how Spider-Man has been seen with the Avengers sometimes, it was never truly confirmed that he was a member until that moment.

Especially due to a certain Newspaper that attacked the web head while praising the Avengers. While Captain America was one to believe that the truth would come out with the actions that Spider-Man takes despite the slander, he was more than happy to set the record straight for a fellow Avenger.

"Did you find anything?" Cap asked, Iron Man landing to speak with him.

"Just a few energy signatures that I had Jarvis record," Iron Man told Cap, making the soldier look confused before he flipped the faceplate up to show an amused expression. "It's for whenever Richards make it back, he could use the signatures to track down where Spider-Man ended up and get him back."

"I see." Cap said despite how he didn't.

He still wasn't that caught up with technology after seventy years of being frozen in a block of ice.

But he trusted Iron Man's word on this subject.

Iron Man saw that and smirked, the faceplate going back down. "Whatever you say Grandpa."

"Iron Man is correct with his assumption," Black Panther stood up before frowning as he could see a spike of energy leading into the sewers. "Stark, did you scan for mystic energy?"

Iron Man went silent before doing so, now seeing what Panther saw. "A trail?" He asked frowning at where it lead. "Why is it always the sewers?"

"We don't do this for comfort, Stark," Cap said on hearing that, placing a gloved hand on his metal shoulder, a look of amusement on his face. "Come on."

* * *

Across Manhattan, Thor landed on the docks crouched, his cape billowing in the wind before looking up. "Heimdall," He called out his voice echoing around the area. "Open the Bifrost!"

A few seconds of silence passed before a funnel appeared in the sky as a beam of rainbow-colored energy shot down enveloping Thor and in a moment he was inside of a gold room, where a dark skinned man with yellow eyes stood guard in golden armor.

"Welcome back Prince Thor." Heimdall the Guardian of the Bifrost greeted with a respectful nod.

"Tis good to be back in Asgard, Heimdall," Thor returned, a smile on his face before it was overcome by a frown. "But I need thou's help-."

"To locate the Mortal Spider-Man," Heimdall interjected, showing that he knew exactly why Thor came up before sighing. "I cannot help you in that regard."

Thor looked surprised. "Surely thou knows something."

"I sensed the disturbance when the Tablet of Order and Chaos was shattered and I looked into it my Prince," Heimdall looked away from Thor, his eyes seeing the fight play out again from every angle possible. "But when I look into the Mortal's whereabouts my sight was blocked."

"Tis troubling news." Thor said at hearing that, a worried look across his face as not a lot can block Heimdall's sight. "Hast thou told Father what happened?"

"I did not wish to disturb him whilst the Odinsleep draws near." Heimdall explained catching Thor off guard, making the Guardian smile. "Ah, thou hath been on Midgard too long to forget."

"I suppose I have." Thor agreed as he didn't expect for it to be this soon and knew that he would eventually have to take a leave on the Avengers to defend Asgard while Odin rests. "Thank you Heimdall, I shall take my leave."

Thor went to walk off, but he paused-considering something.

"My Prince?" Heimall asked cautiously.

"Heimdall, where is my brother?" Thor asked not missing the darkened look on Heimdall's face.

"Loki is still banished to his tower for all his trouble, surely you don't mean to enlist his help?" Heimdall asked despite knowing the answer.

"Loki owes the Man of Spider a debt." Thor said walking off. "He may be one to cause trouble, but even he honors his debts."

"Just watch yourself My Prince," Heimdall warned the God of Thunder who was still walking away. "Thou might consider Loki your kin, but thou would be a fool to blindly trust him."

* * *

Back on Earth, a lone man was walking through the neighborhood of Queens.

This man had on a plaid grey shirt that was unbuttoned to show a black shirt and blue jeans. His muscular arms had a lot of hair on them while a cowboy hat hid his messy black hair.

Finally he reached his destination, a seemingly normal house.

"Webs you owe me big time for this." James 'Logan' Howlett, the man known as the Wolverine mused in annoyance.

Yes he knew who the infamous Spider-Man was, but he respected the kids privacy enough to not interfere with his personal life unless necessary.

And now it was.

"Damn kid getting me into this." Logan muttered now approaching the house.

He tolerated Spider-Man but he didn't like delivering the news to his kin.

Hell, he didn't even know if Parker told his Aunt anything about his after-school activities.

And it's been years since he's seen any of the other Parkers.

Making it to the door, Logan knocked, idly wishing he could smoke a cigar as Mayday Parker opened it, her eyes a bit bloodshot to show lack of sleep. "Yes?" She greeted politely if not a little cautiously.

"Mrs. Parker, you might not remember me-." Logan began as he grimaced, his damaged memory going at work here.

Despite not remembering anything, he knew he was a friend to Richard and Mary Parker, Peter's parents.

That was the main reason he did look out for the kid.

"Despite what you believe Mr. Howlett I do," May said showing that despite her age, she had a good memory. "It's been years and you haven't aged a day."

Seeing the smirk, Logan groaned and took his hat off. "You know what I am." He stated knowing it as a fact.

"Just because you're a Mutant doesn't mean you're not welcomed here," May told him shaking her head, opening the door. "Come on in."

Logan looked surprised before accepting the invitation, walking in to see the News, showing that the Stark, Rogers and T'Challa were investigating the area where Parker disappeared.

"I'm assuming you came here because of Peter?" May asked her voice cracked as she looked at the screen.

Now Logan looked surprised, something that May saw.

"Mr. Howlett, I'm old not stupid," May said giving him a look, pausing the TV as she did so. "I figured out that Peter was Spider-Man after a while"

"Does Webs know?"

"No, he doesn't," May said sadly looking at the paused screen. "I'm assuming you know what happened?"

Logan kept quiet before looking up. "The Avengers are looking for him right now, once Richards gets back we'll be enlisting his help," He said not saying anything about the webheads condition as he didn't know himself. "Why didn't you ever tell him that you knew?"

May gave a small smile. "It's because of how much like his father and Ben that Peter's like," She said to the X-Man/Avenger. "I knew that no matter how much I would ask for him to stop he wouldn't because Ben and I taught him to be there for others. I felt that if I told him, he would just worry more about how I would be knowing he's out there risking his life."

Logan saw how she placed a hand on her chest and understood. "Especially after the heart attack you had?" He asked already seeing that her knowing made it a little worse considering how worried she was.

May nodded, looking up at Logan. "As much as I hate that my Nephew is risking his life, I've seen how much happier he's been ever since he started," She said to him. "He's made a lot of friends with you, the Four and other heroes because of what he's done… Just please bring him home."

Staying quiet, Logan looked up and nodded.

He was never one for making a promise like that as he didn't know exactly how this would all play out, but he was still going to try his damn hardest to get the kid back.

Despite how annoying Webs could be, the world couldn't have asked for a better hero.

 _ **~Remnant~**_

"Do you have any idea about what you did?" Goodwitch angrily asked with Peter being in Ozpin's office without his mask on, a copy of the Vale Times in front of him, showing a blurred picture of him swinging from a crime scene after stopping a mugger.

The headline was ' _ **New Hero on the Rise?**_ '

Peter had his arms crossed. "What I usually do," He answered back, not the least bit intimidated. "Just because I'm not on Earth doesn't mean I'm going to ignore something happening."

"You didn't ignore it, you deliberately sought it out." Goodwitch snapped at him.

"It's called a Patrol and I would do it again," Peter said standing up, his posture tensed. "If I didn't go out last night, what do you think would've happened to some of the people I helped?!"

"No one is saying that you didn't help," Prof. Ozpin spoke up, playing the peacekeeper as he saw the points that both of them were making. "What Professor Goodwitch is trying to say is that you are taking some big risks doing this."

Peter went to say something but Ozpin beat him to it.

"Risks that involve my school more than your own health," Ozpin said making Peter wince not thinking about that. "Fortunately for all of us, I sent a letter to the Vale Chief of Police and he accepted the help of the 'Huntsman' In-Training that I suggested before you did that so there shouldn't be any strain relations to the police."

"Uh right." Peter muttered actually a bit bashful as he didn't think about the police response here, heck they try to arrest him back home despite being on the Avengers.

"Did you find any of the fragments?" Ozpin asked after a small silence, taking a sip of his coffee, deciding that a change of conversation was in order.

"None, I'd hoped that maybe I would get lucky on patrol but as on par with the usual Parker Luck it didn't go my way," Peter said with a shrug. "I didn't see or hear any news of the six either, but that doesn't mean they're not out there."

"I have a contact looking into the Fragments after explaining the situation to him," Ozpin said placing his coffee down. "I'd like for you to meet him when he finds one."

"Anything I should know about him?" Peter asked a little curiously.

Goodwitch scoffed. "Only that he's a drunk."

"Professor, I've fought alongside Iron Man and Wolverine and they drink a lot of alcohol-although Wolverine can't get drunk as far as I know." Peter muttered that last part under his breath.

"That makes it a little easier, I'll tell Qrow to contact you when he comes up with something." Ozpin told Peter, also keeping quiet that this Qrow was also looking into something that had him worried. "You should get some breakfast before class begins."

"Got it Oz." Peter said grabbing his mask and pulling it on as he left.

"Ozpin you should've told him not to go out there anymore," Goodwitch said to the Headmaster who was now standing up to walk to the window. "If any other student went out there like that, they would've been given detention or expelled-."

"I didn't because Mr. Parker isn't like any of the other students," Ozpin interrupted, grasping his cane while watching the various students walking around the courtyard as they are, just students. "Remember he's been doing this sort of stuff on his own for two years with barely any help and he's not from this world. He's no more a child than you or I are. Would you stand idly by if you were in his position?"

Goodwitch went quiet, giving him that one before speaking up. "He should still be more careful, he's registered here as 'Spider-Man'. Doing those deeds in Vale will draw the unneeded attention here and there's no guarantee that these Six will not attack Beacon."

"There isn't, but from what Mr. Parker told us about them they would most likely attack him when he's by himself after learning more about this world themselves," Ozpin said his mind already thinking of the multiple scenarios. "If they learn about this school they would be wary with each student having their semblances much like their powers. I'm counting on them taking that into account and avoid the Academy."

"That's a big risk." Goodwitch had doubt in her tone with Ozpin giving a nod agreeing that they might still attack.

"I've sent information on them to the other Teachers and local law enforcement to have them keep an eye out for them," Ozpin said taking another sip. "It's their move now."

* * *

Spider-Man hummed a certain tune to himself as he walked through the school. "Hm hmhm Hm hmhm Spider-Man," He said finding it a bit funny as how he apparently had a theme song back home that one of his enemies hummed in the elevator. "Hm hmhm Hm hmhm Spider-Man."

Ox was right about one thing, it was pretty catchy.

Spider-Sense flaring, Spidey didn't have time to move when Ruby shot from around the corner, accidently slamming into him, rose petals in her wake.

Ruby shook her head in confusion after falling on her butt while Spider-Man just stumbled, his balance keeping him from falling over. "Sorry Spidey." She spoke up, not meaning to do that as Spider-Man looked a bit confused under her mask.

Shouldn't he have sensed that earlier-then again it was an accident and there was no ill-intent so his Spider-Sense didn't really pick up on it until it was too late.

Come to think of it, it was like that time he bumped into Harry and accidently spilled hot coffee on him, his Spider-Sense didn't detect Harry as a threat so it didn't go off.

"It's fine Red, what's the rush?" Spider-Man helped her up, not seeing her team behind her.

"Heheh, I was just looking around hoping to find the forge," Ruby said sheepishly. "I wanted to work on Crescent Rose a bit more while I have time."

"Crescent Rose?" Spider-Man asked not hearing that name before.

"It's my weapon," Ruby said excitedly showing her fondness of weapons. "Every student has one."

"I see." Spider-Man said thinking back to the numerous weapons he saw from the others.

A lot of them seemed cool, if not impractical but somehow they worked extremely well in this world.

Then Ruby perked up, just thinking of something. "Oh right, Yang said you had a weapon, what is it?"

Feeling a little surprised by how she was acting as he's never seen her in full weapon-geek mode, Spider-Man took off one of his web shooters and showed it to her. "Just my web shooters."

Ruby blinked as they looked like metal bracelets with a pressure pad lever in the middle. "Wait, the webs are fake?"

"Well yeah, I don't shoot actual webs," Spider-Man chuckled at her surprise. "I needed a way to get around as well as something to trap any enemy of mine and what spider is without his webs?"

"Sorry but it's… Just simple looking." Ruby said despite thinking it was pretty cool how he made a weapon that shot webs.

Maybe because she thought it would be as flashy as the other weapons.

"Never had a lot of resources back home, heck the suit I wear right now has more versatility than my webs because I had help with it." Spider-Man said with a shrug.

"Not that there's anything wrong with it looking simple," Ruby quickly said afraid she might've put her foot in her mouth again. "It look's pretty sturdy and the mechanic is pretty impressive, does something go into the slot?"

Spidey grinned as the uniform shifted to show the belt and pulled out a web cartridge, not having to search for one as he made plenty the other night. "These are where my webs come from," He said handing it to her to inspect. "It's basically a high pressured fluid that hardens when it comes into contact with the air, making it webbing."

Ruby blinked as while that sounded extremely complicated, Spider-Man said it in a way for her to understand not using scientific words. "So it's like a gun?"

"In a way," Spider-Man said going quiet at hearing the word 'gun' an image of Uncle Ben's body in his mind. "Especially with my impact webbing."

Now Ruby looked a bit shy. "Sorry, I'm kind of a dork when it comes to weapons." She apologized, thinking that him being quiet was because he was a bit unsettled by her. "I tend to go overboard with them."

"It's fine." Spider-Man said actually not minding that part before grinning. "But I think I now know a hero in my world that you would be a fan of then."

"Really?" Ruby asked not expecting that, all thoughts of finding the school forge put out of her mind for the moment. "Who?"

"The Iron Man," Spider-Man told her, they were both walking through the school now with him putting the web shooter back on. "One of the legends of Heroes, he has a suit of armor that can fly, shoot beams, lift a few tons and that's just a few things that suit can do."

Spider-Man was right on the money as Ruby looked awed at that. "That is an awesome hero!" She said already thinking of the mechanics of how a weapon like that would work.

Letting out a chuckle, Spider-Man nodded. "Yeah, Stark is a pretty cool hero, and get this he built the first Iron Man suit in a cave full of nothing but scrap metal-." He stopped when he saw Ruby looked as if she had stars in her eyes.

"I want to meet him." Ruby said wanting to ask about the inner workings of that suit as she heard about a lot of weapons in her time, but that one was just nothing but awesome.

That was when they saw the Cafeteria before Ruby gave a pout at not finding the Forge, but she decided to look for it later as she wanted to ask Spider-Man a bit more about his world.

"Ruby," Weiss's voice caused the two to stop talking as the rest of Team RWBY were approaching. "If you don't pick up the pace we'll be late for class."

"Relax Snow, class won't start for another half-hour." Spidey said with a chuckle and Weiss did nothing but roll her eyes at him.

She didn't frown in annoyance, so it was a big improvement over the other day.

"Hey Weiss," Ruby said with a wave. "Blake! Yang!

"Morning." Blake said with a bored look, giving a wave.

Yang however had a big grin. "Hey Ruby, let's show Beacon what Team RWBY is capable of."

"Where's Team JNPR?" Spider-Man asked, not seeing the other team.

"They should be around soon." Yang said with a shrug.

"I see." Spider-Man said as they entered the cafeteria together and he saw some people looking at him, although they had a copy of the paper so it wasn't hard to see why.

"Why are they looking at us?" Ruby asked a little nervously, showing that they haven't seen the news yet.

Weiss however saw the paper and looked at Spider-Man. "You're on the paper already?"

"Apparently, man the camera just add's ten pounds, don't you think?" Spidey asked jokingly, earning a sigh from her.

"Dang, you work fast." Yang said grabbing a paper for herself.

Eventually they were sitting down, eating-Spidey had his mask up to his nose in the process when Spider-Man spoke up. "Hey I've been wanting to ask, what is this Dust stuff anyways?"

Weiss took over since this was something she knew from heart at this point. "Well, it's… Born from our planet, it upholds the world of man. The font of power itself." She explained to him, not bothered by it since it would be understandable about him not knowing about Dust, coming from another world after all and she was now willing to accept that for the moment. "Fire, Water, Lightning. All of them are crystals brimming with the power of nature. They're the foundation that our lifestyle has been built off of. Just about everything from cars to airships uses dust as well as everyday goods and military weapons."

' _Huh, that sounds a bit like the Arc Reactor Stark built._ ' Spider-Man mused thinking about that as he took a bite out of toast.

Weiss was about to continue when Ruby groaned. "Isn't there another explanation than the Schnee Dust Corporation's Ad copy version of events?"

Weiss looked a little miffed by that, but she didn't say anything about the interruption. "Well there's still a lot about it that we don't know, like where it comes from."

"Hold on, you don't know where it comes from and yet everything uses it?!" Spider-Man asked in disbelief at that as a good many things could go wrong from that.

"Well it's extremely effective against Grimm, so why wouldn't we?" Weiss asked making Spider-Man shrug, obliging the good point from that.

"So basically," Blake looked up from her book. "Your family built a business on some crazy fairy sparkles of unknown origins?"

"I'll have you know our researchers are doing their best." Weiss said a bit down at hearing that while Spider-Man was snickering at how Blake described it.

"Man, I bet you anything that Reed, Stark and Banner would give anything to study them." Spider-Man said with a fond grin.

If anything, those three would actually figure it out, no offense to any of the scientists in Remnant.

After all they were three of the smartest people in his home universe and Reed was the expert on dimensional travel due to spending most of his time examining alternate universes, the microverse and such.

Bruce would have more luck as he was one of the best scientists for studying radiation, most notably Gamma Radiation, even if it turned him into the Hulk.

Stark would probably compare these Dust crystals to the Arc Reactor, one of the most powerful energy source in the world and study them like it.

Then Spider-Man winced. "Although, if Doom got his hands on them that wouldn't be good."

"Doom?" Blake asked with a raised eyebrow.

Yang snickered. "There's seriously a guy calling himself Doom?"

"Yeah, Victor Von Doom actually number two of the most dangerous criminals from back home and is even the ruler of his own country so he has diplomatic immunity. Combined with his strategic mind and mastery of technology and magic he can go head to head with Gods and win." Spider-Man explained, now poking his food, remembering his run in with Doom.

It was during his first month as Spider-Man and due to New York thinking he was a menace, Doom thought he would be a good candidate to manipulate into taking out the Four.

Spider-Man declined and they fought, Spidey knew now that he was lucky to get out of that fight unscathed because Doom didn't think him worthy of going all out on.

If Doom didn't hold back, he wouldn't even be there.

Team RWBY looked a bit unnerved at hearing that, all of them imagining someone like that in Remnant.

"Wait," Yang now looked curious. "If he's number two, who is the number one bad guy?"

"Galactus, an entity who tried to devour the planet last year." Spider-Man commented, not even looking up.

"What?!" Spidey had to stop himself from jumping at how loud their voices were from that piece of info.

' _I really need to learn not to just drop bombs like that._ ' Spidey thought as he could see why they were in disbelief because even in his world that was a huge event, nearly the end of the world and it was only because every hero and villain teamed up against the planet eating monster that they won.

That was when his Spider-Sense went off right before Jaune came flying out of nowhere, slamming into their table.

"Jaune?!" Ruby jumped off her seat in worry for her friend while he groaned.

"Owie."

Spider-Man also got up to help, but he couldn't help but shake his head.

Seriously, what was with this guy and flying through the air?

"Alright Joan, how many fingers am I holding up?" Spidey asked kneeling in front of him holding four up.

"Uh, you're all holding fingers." Jaune muttered a bit dazed before shaking his head.

"Oops, my bad." An obnoxious voice said causing everyone to turn to see an orange haired teen with a cocky smirk. "Look's like our ball's gotten a little out of hand."

"Cardin Winchester." Ruby said recognizing him from Initiation.

Spider-Man glared as he could recognize exactly what happened due to being a victim of bullying himself and this Winchester just reminded him painfully of how Flash used to be.

"Jaune, are you alright?" Ruby asked turning her attention back to her blonde friend who quickly sat up.

"I'm fine, in fact I'm better than fine," Jaune said on seeing he landed near Weiss and adopted a flirtatious look. "So Weiss were you worried about me?"

Weiss had a deadpanned look. "Keep one meter away."

Jaune looked put off before he got over it. "Anyways, I'm fine. I just tripped over a large rock and fell over."

Spidey gave him a look. "Joan, we're inside there's no rock here for you to trip over." He said making the blonde wince at his bad lie. "Besides it's obvious in what happened."

"I was just helping Jauney-Boy with his flying considering how he needed help during Initiation," Cardin said without a care. "I don't see how Prof. Ozpin let him in the school with that pathetic display."

"At least he doesn't overcompensate for something he doesn't have." Spidey quipped causing Cardin to go quiet with a red face.

Yang covered her mouth to stop herself from laughing as Weiss looked annoyed at what he referenced. Blake just raised a brow at what he said.

Ruby just looked a bit confused and Jaune was embarrassed at how this was escalating.

"What did you say to me animal?" Cardin asked harshly earning a confused look from Spider-Man.

"Animal? Huh that's a new one," Spider-Man said not sure how that was supposed to be insulting but hey at least he didn't call him Bug. "Oh well, looks like the education system is working after all considering no one called me that before. A for effort."

"Tch cracking jokes, I bet you just wear a mask to hide your features." Cardin said with a smirk.

"Okay now you lost me-." Spider-Man stopped remembering the Faunus and now got a suspicion in what Cardin was getting at. "Oh now I get it."

Ruby however gave a glare at Cardin, not liking at how he was picking on her friends causing him to smirk. "Oh? Another student for my flying class?"

That caused Yang's eyes to turn red while Spider-Man tensed, ready to intervene although he was confused on why his spider-sense was pointing towards Yang at the moment.

Luckily, for Cardin, someone walked up to them. "So lively here," Prof. Goodwitch said taking in the scene as everyone froze. "You kids must be having a lot of fun, hm?"

"Prof. Goodwitch." Ruby wasn't expecting to see her while Spider-Man quickly relaxed, knowing that with the teacher there Cardin shouldn't be stupid enough to try anything.

"I have already spoken about the qualities of Huntsmen and Huntresses, the devotion to improving your skills as well as believing in those skills you have," Goodwitch stated, looking at everyone, taking in their posture or how Jaune was covered in food. "Nothing is more important to a Huntsmen or Huntress."

Then she adopted a stern glare at Cardin making him take a step back.

"However Responsibility for that power goes hand in hand with that deal," Goodwitch said making Spider-Man's eyes widen at how she said that. "In any situation, one must ask themselves if they should use that power and whether it's the place for such as well."

"I know already," Cardin said nervously, obviously cowed by her demeanor but not really letting what she said sink in. "As long as I devote myself to my studies, there's no problem right?"

Goodwitch gave him a stern glare, but Spider-Man spoke up. "Yes there is."

Now everyone looked at him as his joking tone was gone again while Cardin sneered a bit at him.

"Like Prof. Goodwitch says, Power and Responsibility always goes hand in hand, that's something I strived to show people because of the man who taught me," Spider-Man said crossing his arms, looking Cardin in the eye, wanting to at least try to help him before he takes things too far. "Every choice a person makes, every show of power has a consequence that affects not only you, but the people around you. How you make those choices is solely up to you."

"Spider-Man is correct with that," Goodwitch continued, giving an approving nod to hide some surprise. "Devoting to your studies is good but you must also watch how you act if you wish to become a Huntsmen."

"I-yes Professor." Cardin muttered, not wanting to make things worse, but he still had anger in his eyes, something that Goodwitch noticed and looked from him to Ruby.

"Now with that said, since we have a chance." Goodwitch let that die off as Ruby blinked in confusion.

 _ **~Asgard~**_

Thor was on edge as he entered a tall tower that looked decayed, an ominous wind flowing around him, not even his powers could dispel them.

"Well isn't this a surprise?" A loathing voice spoke up as Thor walked into the room with a frown. "To what do I owe the pleasure of this visit, Odinson."

Thor frowned at the being who walked out of the shadows dressed in gold and green armor, with a helmet that had two long horns on it. "Loki, I require thy aid."

Loki the God of Mischief and enemy of the Avengers just laughed at the audacity of his 'brother'. "You really think I'll help you with anything Odinson?" He sneered at the God of Thunder. "You must be joking."

"Not me, but someone thy owes a debt too, lest thou hath forgotten who saved thy mortal daughter." Thor said causing Loki to go quiet.

"So the mortal Spider-Man has finally decided to make use of my debt?" Loki asked curiously, not expecting that.

While he thought of every mortal as beneath him, he was intrigued by the one calling himself Spider-Man for in all of his experiences whenever a God or Goddess owes a mortal a debt they would ask for their biggest desire immediately.

Spider-Man however just shrugged it off and refused to look at the debt saying he didn't do it to have the God owe him a favor.

While at first the God of Mischief was insulted by that, he was later curious in why that was, especially when he used his powers to look into his life, actually finding out who exactly was behind the mask.

A mortal who is practically treated like dirt from the people he became a champion for, a mortal with no riches always putting his life on the line not only for the people, but even for the villains he fights. A mortal whose own friends left him because he chose his responsibilities of Spider-Man over them.

Beneath all the arrogance and annoying quips this mortal showed lied a mortal child with a heart of gold and Loki couldn't help but be intrigued by this one mortal.

"Not of his own choosing, the Man of Spider's was taken after the Tablet of Order and Chaos was shattered in a fight." Thor said causing Loki to frown, his surprise hidden at that piece of info.

Despite most of his powers being sealed by the 'Allfather' Odin himself, Loki felt the shift in power from Asgard and knew something happened.

"I see." Loki said a bit unnerved by that.

The Tablet could easily be used as the end of times in Asgard, or the predicted Ragnarock that all the Asgardians fear.

"Thou surely knows I can't do anything with my powers sealed," Loki said looking at his brother now smirking as this could also work in his favor, especially with the Odinsleep near. "If thou wishes for my help then you know what you must do."

Thor frowned as he gripped Mjolnir tightly before giving a nod, knowing what must be done.

 _ **~Earth~**_

Rats scurried around as Captain America, Iron Man and Black Panther moved through the sewers, Iron man was of course using his thrusters to fly through rather than walking.

"The trail is getting stronger through here." Black Panther stated, his mask seeing the bigger surge of energy.

"Yeah, so's the smell." Iron Man muttered, thankful that his helmet has a filter while Cap gave him a look.

"Just be on your guard, we have no idea what we'll find-." Cap began only for them to come to a huge open space in the Sewers where they saw something glowing a blue light on the floor. "Stark?"

"It's a piece of that tablet." Iron Man said not expecting that, the energy signatures matching what was on the video. "This is good, now we have a way to track what happened to Spi-."

He was cut off by Panther, who tensed, his gloves glowing purple. "We are not alone." The Prince of Wakanda said warily.

Those words caused an effect as something burst through the piles of debris and snatched the fragment.

"The hell?" Iron Man muttered, aiming his repulsor at the figure who looked at them, snarling.

Captain America however had his eyes widened at seeing the figure, gripping his shield in preparation. "Whelan?" He asked the figure stepping out of the shadows to show a humanoid rat creature with red eyes and green pants, snarling in anger.

"The Vermin? Isn't he one of Zemo's experiments?" Iron Man asked, not taking his eyes off the Vermin or the man he was once known as Edward Whelan.

"Trespassers." Vermin snarled in a garbled tone showing how long it's been since he had contact with people. "Not welcome."

"We'll leave, but we need that-." Iron Man attempted to talk him down but Vermin hissed.

"No, mine." Vermin hissed, gripping it tightly as it pulsed with power. "Not yours."

"Whelan, what happened to you?" Captain America asked as the last time he saw Vermin the man's state of mind wasn't this feral.

"No business of yours." Vermin was crouched, ready to spring into action at the slightest hint of hostility. "Come my children."

That had the three on edge before Jarvis began to pick up some interesting stuff. "We're surrounded." Iron Man said looking around as rats were coming out of everywhere, some of them bigger than dogs.

"Leave now or die." Vermin warned causing Captain America to frown.

He didn't want it to become like this, but they needed that fragment.

Iron Man agreed his repulsors powering up. "Sorry Splinter, but we need that fragment and we're not too keen about leaving it with you in your state."

Vermin hissed. "Then you will be devoured by my children." He snarled turning tail and running with the rats rushing the three Avengers.

"Panther after him!" Cap ordered, quickly kicking one rat as he threw his shield, slicing through four of them, the shield ricocheting off the wall to knock a few more.

Panther gave a nod, using the vibranium in his suit to slice his way through the horde of rats, giving chase.

Beams of energy erupted from the palms of Iron Man's hands, blasting the rats into the walls. "Jarvis contact the other Avengers!" Iron man ordered, not letting any of them get too close, but for every one he blasted a few more came up.

" _Unable to do so sir, the power of the fragment is messing with my systems._ " Jarvis explained making Iron Man bite back a curse.

"We're on our own Cap." Iron Man said he and the super soldier quickly going back to back with more rats showing up, the shield quickly returning to the soldier's hands. "Think you can keep up?"

"If one more shows up we might have some trouble." Captain America stated, getting ready to fight, the rats showing intelligence they didn't normally have with them circling the two Avengers.

Iron Man smirked under his helmet. "Then that'll be the one I'll have to take care off." He said before turning to fire his repulsors at Cap who raised his shield, the metal deflecting the repulsors to blast into all the rat's around them, giving them some breathing room.

* * *

Madame Web frowned while watching these events.

It didn't make any sense, she didn't detect any fragments on Earth, only on Remnant.

So why was there one on Earth?

And if there was one, there will undoubtedly be more.

"Quite the game of wits, isn't it?" An arrogant tone spoke up, causing Web to tense, now getting how this happened.

Someone deliberately hid the power of the fragments on Earth to keep her from locating them.

And that person was visiting her domain.

"Beyonder." Web greeted courteously despite the annoyance she felt as a man entered the room, dressed in silver armor with dark hair and a black goatee smirked at her, sensing her annoyance. "What have you done?"

"Just tipped the scales," The Beyonder answered, not caring with a shrug. "It's been awhile since our last battle of wits."

"Yes I remember quite well how you started the Secret War." Madame Web stated, watching him cautiously.

While her powers were great, she was only mortal. This man was the closest thing to a God as anyone could get.

Just a flick of his finger and a reality could be destroyed, but he was forbidden from such acts due to the nature of his powers. It didn't stop him from indirectly interfering to sate his own curiosity.

"A war you won with your chosen champion if I recall correctly," Beyonder said in good humor, remembering that as well. "Now will he win this time or will my chosen champions win?"

"You did this." Web said, no doubt in her tone. "You caused all of this to happen in the first place. You're the power that's preventing me from bringing Spider-Man home. You blocked Heimdall's sight."

"All it took was a little suggestive thought in Octavius's head to steal the Tablet which was conveniently placed in the Museum to get your Champion's attention." Beyonder said, not even denying that he was the one to place the tablet there in the first place. "Your champion intrigued me with winning the Secret War. So much that I wished to test him a second time."

"Have you lost leave of your senses?" Web asked sharply. "The Tablet can give even a child the strength to match Uatu's powers."

"The Watcher's power is nothing compared to my own," The Beyonder stated with arrogance evident in his tone. "The mortal's lives are nothing more than a game of chess that we all play. Whether it's on Earth or Remnant. You yourself already know what would've happened in Remnant if your Champion never went there."

Web didn't deny it as she looked into the future of that world and now with Spider-Man's arrival, many things were different.

"Why are you here?" Web changed the conversation with a frown. "Is it to gloat?"

"No because I respect you out of all the mortals in the world Web for you are the only one to match me in wits," The Beyonder said honestly, giving a smirk. "Besides it's not a fun game, if I don't give the other side a chance every now and then."

"You are making a grave mistake." Web said causing the Beyonder to laugh.

"So you say, now Web I bid you a farewell," Beyonder said, his own being disappearing from sight before his voice echoed. "And now we will see exactly which one of us will be the true winner."

As the Beyonder's presence disappeared from the air, Web placed a hand over her face, exhaustion evident from the strain of using her powers to both help her Champion while attempting to locate all the pieces taking its toll on her.

She was still mortal and knew her time may be close.

Web only hoped she would have enough strength to see this to the end before her time comes.

 **To Be Continued…**

 **Not as long as the fifth chapter, but I hoped you all enjoyed this one as it revealed a lot.**

 **From the three Avengers finding a piece of the tablet with the Vermin taking it- who expected for him to show up, be honest-to Spider-Man learning a bit more about Remnant, then to Thor and Loki talking-it's hard to write how they talk damnit and finally to the real mastermind behind it all, the Beyonder who is basically making another Secret War this one involving Remnant.**

 **So you can see that I'm attempting to blend in as much of Marvel as I can along with RWBY to make an epic story, just not sure if I'll be able to succeed yet or not.**

 **And yes the part with Spider-Man talking to team RWBY was from the first Manga chapter of the RWBY series so you know what might show in the next chapter along with the Avengers fighting a fragment powered Vermin, you all know that last part is coming. Plus like I said there is a bit of difference with time in both worlds as Earth is going a bit slower due to it all.**

 **Also, yes I still have both Team RWBY and JNPR a bit awestruck with Spidey because honestly, wouldn't you if you met someone from another dimension all together? But they will still have their kickass moments.**

 **Next chapter I'll show how the fact that 'Peter Parker' has disappeared will go over with some of the characters I have yet to introduce.**

 **Oh one more thing, I'm also going to have Cardin be competent, I know a lot of people bash him but the guy did make it into Beacon without forging his way in-I like Jaune's character don't get me wrong-but with all of that there's no way that Cardin is weak, he's just unlucky to always be fighting the two strongest teams of Beacon.**

 **Anyways, let me answer the reviews.**

 **Gamelover41592: I hope I did good with showing how she reacted and thank you, typing those flashbacks were fun to do.**

 **Lambertjohnathan63: Yes, I plan on including a bit more of Marvel while also showing how Remnant can kick ass despite all of that so I don't plan to overshadow either side. It's just hard to think about finding a balance.**

 **Dark Mage Wyvern Lord: Thank you and yes I have at least one or two Spider-Man villains that will be Remnant based.**

 **Doc Slendy: I know, it's an awesome line.**

 **Duskrider: Thank you and yes the Other will eventually be involved and I might have the other heroes find out about Peter's identity, but no promises on that.**

 **Death of Snipers: Yes that is true, but it still exploded in his face, and I haven't forgotten that blades and bullets can still kill him, but his suit can now give him more protection considering the material it's made out of now. 1) Oh they'll play big roles in this story if this chapter is of any hint. 2) Well not really, Spidey may be kickass, but he doesn't have any formal training so he's not the best one to teach Jaune how to fight, he will however support him and help with spars to help him get better.**

 **The Flame of Judgement: Thank you, I'm happy you liked how the chapter went despite it being flashbacks. I hope you continue to enjoy this story and I will do my best to make it a good one.**

 **Revan. Sheppard: Haha yup, Spider-Man's life always has nothing but drama at times. I figured Spidey would be the perfect person to talk to Weiss about what happened. I figured with Pyrrha being a champion of Mistral and how analytical Ren was they would see the promise and flaws in his fighting style. While this Spidey hasn't punched a T-Rex unconscious like Canon, he can still deliver a lot of strength in a punch. And yes the Avengers are on the hunt and actually found a piece of the tablet that was left in their world with a not-well known baddie snatching it. Hope you enjoyed that one.**

 **Superfanman217: Thank you, not so sure about the shipping yet but you're right it would be funny to type his reaction, although he hasn't dated anyone since Gwen died so it might be a good character development for him.**

 **6tailedninja: You raise a very good point with Spider-Man not just registering under an alias, but he couldn't risk it because Octavius would recognize him immediately after seeing his face and while he might be famous in name only, if he took that risk he would be risking the only family he has left on Earth. Besides it would mean showing his identity to Team RWBY and JNPR who while he might be on good terms with, he doesn't trust them at all with his identity. Hell, he wouldn't have trusted Ozpin or Goodwitch if Web didn't interfere with that. And Electro isn't really an idiot, he's just blinded by hatred at points.**

 **Now as for the flashbacks, they are necessary to show which version of Spidey I'm actually doing as while I might be using the Ultimate version, some of his enemies are the Spectacular versions. While most people know Spidey's origins at this point, typing the origin is an important part of typing a Spider-Man story. But thank you for liking and reading this story, I hope you continue to enjoy it.**

 **Silverking77: Thank you.**

 **Croniklerx: Thank you and while yes I've read the 'Pete, Pam and Harley' story-it's a good one- the Bruce reference was actually from the 90's Spider-Man cartoon where it showed quite a few of his mythos from the comics and had carnage in it. At one point he was actually talking to a Gargoyle and he named it Bruce. Yeah, it's always weird at how you never read what happens in the home dimension while the main character is in another world, all the opportunities are usually wasted, such as what I used here with some fragments still being on Earth as well as who the real mastermind was.**

 **Yup, Spider-Man doesn't usually kill his enemies unless it was completely out of his control, something that I always liked about him and I figured it would be the perfect moment to show it with the Boarbatusk. And Spider-Man's fighting style while unique is still just random kicks and punches, something I felt should be a good part of this story.**

 **Ugh, Grammar is always my kryptonite, sorry about that. And I'm too impatient to try for a Beta as I work on this whenever I have time so I have no time to get a Beta or wait for one. Hopefully this one was better as I actually went slower to try and fix stuff, but old habits die hard so meh.**

 **Yeah, Spidey taking Port's part I'll admit is a risky move, but I felt that Spidey made it work better. I'm happy that despite the flaws you enjoyed this story and I hope to continue it to the end, but there are times where even I don't know how it will end as the end is kind of changing every time I write with new ideas and possibilities in my head. Oh and I hope you liked how Loki was portrayed as short as it was.**

 **Slenderbrine: Haha yup, Loki is always a cool villain.**

 **Guest4: Sorry for the wait.**

 **Croxeye: Yeah I suppose so, there are many ways I could've done that chapter better than how I typed it now that I think about it, but even if everyone knows Spidey's origins at this point, it's still pivotal to the story itself.**

 **Maga016: Haha thank you, that was actually the riskiest part of that chapter as I wasn't sure how it would be taken.**

 **Raygha Raikouga: Thank you and sorry it took so long for this chapter.**

 **Taromaru: Yes I will as those were cool upgrades to his web shooters and I already hinted that he would add dust to his webbing.**

 **LilMichaelxSonikku12: I will, thank you.**

 **Toprichie97: Thank you and I hope you liked this chapter.**

 **Guest5: Haha don't worry more is here.**

 **Kung-Fu Blaziken: I hope you enjoyed this addition to the story.**

 **Next Time on Spider of Remnant.**

"And just who are you supposed to be?" A young man asked with a raised brow, wearing a black fedora to cover his orange hair and a white suit, eyeliner on his face, giving an unimpressed look at the being who just infiltrated his hideout, but he had his hand on his cane cautiously.

Just because this guy looked ridiculous doesn't make him any less of a danger, especially considering he just broke in here without setting off any alarms.

A dark chuckle emanated from the being as another man stepped out of the shadows dressed in a green bodysuit with a purple cape and what looked to be a fishbowl covering his head. "Just someone who wants to make a bargain with you, Mr. Torchwick."

Roman Torchwick raised a brow, ready to sound the alarm to bring his henchmen in before the man's voice sounded behind him and turned to see an exact replicate behind him with a blade to his back.

"But Mysterio is also one to not take for a fool." The man said in a dangerous tone. "Press that alarm and you will not live long enough to regret it.


End file.
